HomeMy WebLinkAboutItem 12 - Opryland Hotel AgreementMEMO TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: ROGER NELSON, CITY MANAGER
MEETING DATE: MAY 16, 2000
SUBJECT: OPRYLAND HOTEL — TEXAS, LIMITED PARTNERSHIP / CITY
OF GRAPEVINE AGREEMENTS
RECOMMENDATION:
City Council to consider approval of the first package of Tax Increment Financing (TIF)
projects for the Opryland Hotel.
BACKGROUND
Bids for the entry -road off Highway 26, the bridge over the inlet and water and sewer
lines to serve the development are on the Agenda for City Council approval. Prior to
approval of these bids, there are several agreements between the City and Opryland
that need City Council approval. Our staff, the City Attorney and the Opryland staff have
been working for the past several weeks to complete the attached Agreements. The
agreements are as follows:
1. Construction Development Agreement - Agreement detailing the responsibilities
of Opryland and the City of Grapevine during the three year construction of the
project. Most of the major items in this agreement were agreed to in the
Redevelopment Agreement approved by the City Council on March 23, 1999. This
agreement details the use of the TIF funds, sets out the duties and responsibilities of
Opryland and the City during construction, and details the coordination and
performance expected during the project. As required by state law, all work to be
paid for using TIF funds will be publicly bid, all professional and construction
contracts will be submitted to the City Council for approval, and the facilities
constructed using TIF funds will be public facilities open/available to the general
public.
2. Operating and Maintenance Agreement - Agreement establishing the operating
and maintenance responsibilities of the facilities constructed using TIF funds. The
major facilities to be maintained by the City in this agreement are the main entry
road, Ruth Wall Road and the connector road on the South side of the development
linking the entry road and Ruth Wall, as well as the bridge and the water and sewer
lines and lift station, hike and bike trails and drainage structures. Opryland will use
TIF funds to construct, and they will operate and maintain, the underground parking
garage beneath the Convention Center and the North Parking Garage and the ring
road leading to the entrance to the hotel. They will operate and maintain these
structures in this agreement.
3. Hotel and Convention Center Sublease and Agreement - Agreement permitting
Opryland to construct the Hotel and Convention Center on land leased to the City
from the U.S. Army Corps of Engineers (Corps). A map attached to the agreement
delineates the subleased area. As you can see, the land subleased under this
agreement is only a portion of the footprint of the Convention Center/Parking
structure. The rent is $1.00 per year and the term is for a period of 49 years. No
assignment of the lease is permitted without the approval of the City of Grapevine
and the Corps.
4. Easement Agreement for the North Parking Garage and the Convention Center
Parking Garage -The North Parking garage is a 664 space facility located near the
hotel's main entrance on the north side of the site and will be constructed using TIF
funds. The Convention Center Parking garage is a 722 space, underground parking
structure on which the Convention Center will be constructed. The Access
Agreement gives the City (the TIF) the right to construct public improvements on
property owned by Opryland.
5. Access Easement Agreement for Roadway Serving the Convention Center
Entrance and the Main Hotel Entrance — Agreement gives the City the right to
construct a public roadway on Opryland's property that will serve the entry to the
Convention Center and to the hotel's main entrance on the north side of the site.
6. Water Supply Agreement - Agreement establishing the terms under which the City
will sell water to Opryland for the operation of an 18 -hole golf course. In the
agreement, the City agrees to provide 700,000 gallons of raw/irrigation water during
a 24-hour period. Absent the availability of raw water, the City agrees to provide
400,000 gallons a day to the course. The City also notifies Opryland of our intention
to build return flow/reuse facilities to provide a future source of water to the
municipal golf course, the Dallas Cowboys Course and the Opryland Course. As you
recall, a route study is being performed on this line and a design contract will be
presented to Council in the next month or so. The cost of the return flow/reuse
project will be shared on a pro -rata basis by the three golf courses. Should the
drought contingency plan be put into effect, it will take precedence over the water
volumes in this agreement.
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CONSTRUCTION DEVELOPMENT AGREEMENT
THIS CONSTRUCTION DEVELOPMENT AGREEMENT (this "Agreement") is made
as of , 2000 (the "Effective Date") by and between: (i) OPRYLAND HOTEL -
TEXAS LIMITED PARTNERSHIP, a Delaware limited partnership ("Developer") and (ii) THE
CITY OF GRAPEVINE, TEXAS (the "City"). The Developer and the City are referred to herein
individually as a "Party" and collectively as the "Parties"), based upon the following Recitals.
RECITALS:
A. The Developer owns or leases certain parcels of real property containing
approximately 53 acres of land located in the City of Grapevine, Texas, as more particularly
described on Exhibit A attached hereto and made a part hereof (the "Project Parcel").
B. The Developer intends to construct upon the Project Parcel a 1,500 room destination
convention center hotel with approximately 400,000 square feet of convention, meeting room and
banquet facilities, parking facilities and related amenities (the "Project'). A conceptual site plan
showing the proposed configuration of the Project and certain other improvements to be developed
upon the Project Parcel is attached hereto and made a part hereof as Exhibit B (as the same may be
modified from time to time, the "Site Plan').
C. In connection with the development of the Project, the City has agreed to cause to be
constructed certain Public Improvements (defined below), including construction of certain roads,
utility facilities, parking facilities, and landscaping upon the Project Parcel, all as more particularly
set forth in this Agreement.
NOW, THEREFORE, for and in consideration of the foregoing Recitals and other good and
valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the
Parties hereto hereby agree as follows:
Section 1. Recitals Incorporated. The Recitals set forth above are incorporated into this
Agreement and shall be deemed terms and provisions hereof, the same as if fully set forth in this
Section 1.
Section 2. Certain Defined Terms. As used herein, the following terms shall have the
respective meanings indicated below.
"Affiliate" means, with respect to any Person: (i) a parent, spouse, child or sibling of
such Person, or a trust, the primary beneficiary(ies) of which is such Person and/or the
spouse, parents, siblings and/or children of such Person, and (ii) any other Person which
controls, is controlled by or is under common control with the Person in question.
"Applicable Laws" means all laws, ordinances, orders, rules, regulations,
requirements or judicial decisions of any Governmental Authority which is at any time
applicable to the Project Parcel or any of the Parties, including (without limitation)
Environmental Laws. Such laws, ordinance, orders, rules, regulations shall include, without
limitation, any of those which relate to zoning, land use, subdivision, public health, public
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safety, environmental protection, accessibility, the removal of architectural barriers and the
existence or removal of any Hazardous Materials.
"Bridge" means the bridge serving the main access road for the Project, as depicted
on the Site Plan.
"Budget" means the proposed budget for the Public Improvements, a current copy of
which is attached as Exhibit C hereto, subject to modification from time to time by the
Parties, with the Consent of the Parties and subject to Applicable Laws.
"City" means the City of Grapevine, Texas, and all divisions, departments and
agencies thereof.
"Consent" means the prior written consent or approval of a Person to a thing or other
action proposed by another Person, or the act of granting consent or approval to such thing or
action, as the context may require. Reference to a requirement for the Consent of any Person
shall require the commercially reasonable judgment of such Person and shall require that
such Person shall not unreasonably withhold, delay or condition the Consent.
"Costs" means all reasonable out-of-pocket costs, expenses, fees and charges
incurred or paid by a Person in performing obligations or exercising rights hereunder. When
either Party (or its Affiliates) performs Work on behalf of another Party hereto and is entitled
to reimbursement for such Work, the "Costs" subject to reimbursement shall also include a
reasonable allocation of the overhead and administrative expenses of the Party entitled to
reimbursement.
"County" means Tarrant County, Texas, and all divisions, departments and agencies
thereof.
"Designated Representative" means the individual(s) designated by each Party
hereto, in writing, to represent such Party in connection with all Consents, approvals and
other discretionary matters under this Agreement. Until further notice from the Developer to
the City, the Designated Representative(s) of the Developer shall be John Edwards and Pete
Cesar'. Until further notice from the City to the Developer, the Designated Representative(s)
of the City shall be Scott Williams and Bruno Rumbelow.
"Environmental Hazard" means the discovery in or upon the Project Parcel or any
other applicable property of any Hazardous Material in violation of any Applicable Law,
order or regulation.
"Environmental Laws" means all current and future federal, state and local statutes,
regulations, ordinances and rules relating to (1) the emission, discharge, release or threatened
release of a Hazardous Material into the air, surface water, groundwater or land; (2) the
manufacturing, processing, use, generation, treatment, storage, disposal, transportation,
handling, removal, remediation or investigation of a Hazardous Material; or (3) the protection
of human health, safety or the indoor or outdoor environmental, including without limitation,
the Clean Air Act, the Federal Water Pollution Control Act, the Resource Conservation and
Recovery Act, the Comprehensive Environmental Response, Compensation and Liability
Act, the Occupational Safety and Health Act, all amendments thereto, all regulations
203045.05 50027-0009 5/11/2000 3:17 PM 2
promulgated thereunder, and their state, county and local statutory and regulatory
counterparts.
"Force Majeure" means strikes, condemnation, riots, insurrections, war, fire and
other casualties, floods and acts of God, extraordinarily inclement weather not reasonably
foreseeable by the Person responsible for a particular action, general unavailability of labor
and/or materials, inability to obtain required Permits (except as a consequence of matters
within the control of the Person responsible for a particular action) and other matters beyond
the reasonable control of the Person responsible for a particular action; provided, however,
that Force Majeure shall not include delays or interruptions resulting from the financial
inability or lack of funds of the Person responsible for a particular action. Except as
expressly provided herein to the contrary, whenever performance of any obligation or
undertaking is required of any Party hereunder, then the time for performance as herein
specified shall be extended by the time of the delay or interruption caused by Force Majeure;
provided, however, that Force Majeure shall excuse performance of a particular undertaking
or obligation arising hereunder only for so long as the Person responsible for such
undertaking or performance is actually delayed by such Force Majeure and uses all
commercially reasonable efforts to minimize the delay or interruption caused by such Force
Majeure; and provided further that Force Majeure shall not excuse any Party from the prompt
payment of any monies required by this or Agreement or extend the time for such payment.
"Governmental Authority" means any federal, state, municipal or local
governmental authority, agency or board or any division or agency thereof having
jurisdiction over the Project Parcel or any aspect thereof, including (without limitation) the
City, the County, the State, the U.S. Army Corps of Engineers and the Texas Natural
Resources Conservation Commission.
"Governmental Requirements" means those Applicable Laws which relate to the
development, construction, occupancy or use of any portion of the Project Parcel or any other
applicable property.
"Hazardous Material" means any solid, liquid or gaseous substance, chemical,
compound, project, by-product, waste or material that is or becomes regulated, defined or
designated by any applicable federal, state or local governmental authority or by any
Environmental Law as hazardous, extremely hazardous, imminently hazardous, dangerous or
toxic, or as a pollutant or contaminant, and shall include, without limitation, asbestos,
polychlorinated biphenyls, and oil, petroleum, petroleum products and petroleum by-
products. Underground storage tanks that are regulated under any Environmental Laws also
shall be deemed to be "Hazardous Materials" hereunder.
"Infrastructure Improvements" means the Bridge, the Roadways, the Utility
Facilities, and the related Landscaping Improvements, as described in Exhibit D attached
hereto.
"Joint Improvements" means the Parking Facilities, as described in Exhibit D
attached hereto.
"Landscaping Improvements" means the customary seeding and sod installed by
the City in connection with the Roadways, as set forth in Exhibit D hereto.
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"Parking Facilities" means the parking facilities and other facilities to be
constructed and installed by the City, as set forth in Exhibit D hereto.
"Permits" means any and all permits, licenses, approvals, certificates of use and/or
occupancy, authorizations, variances and consents of or from any Governmental Authority
and required by Governmental Requirements.
"Person" means any natural person, corporation, partnership, limited liability
company, trust, firm, association or other recognized entity.
"Plans and Specifications" means, with respect to any particular aspect of the Public
Improvements Work, the plans and specifications for such Work, as approved by the Parties
pursuant to this Agreement.
"Project" means the construction and development of the hotel and convention
center and related improvements on the Project Parcel as contemplated in this Agreement,
including (without limitation) the Public Improvements Work.
"Project Schedule" means the current updated Project Schedule for the Project,
including the Public Improvements Work, as set forth in Exhibit E.
"Public Improvements" means the Infrastructure Improvements and the Joint
Improvements.
"Public Improvements Work" means the Work and other undertakings to be
performed by the City in constructing (or causing to be constructed) the Public Improvements
in accordance with this Agreement.
"Redevelopment Agreement" means the Redevelopment Agreement between the
City and the Developer, dated as of , 1999.
"Roadways" means the roadways to be constructed upon the Project Parcel by the
City, as generally depicted on the Site Plan and described in Exhibit D attached hereto,
including the related drainage systems, roadway embankment, traffic signals, sidewalks, hike
and bike trails, box culverts and related roadway lighting.
"State" means the State of Texas and all divisions, departments and agencies thereof.
"TIF Financing" means the proceeds of the Financing Plan undertaken by the City,
pursuant to the Redevelopment Agreement between the City and the Developer, dated as of
, 1999.
"Utility Facilities" means the water and wastewater lines and associated facilities or
appurtenances to be constructed and installed by the City, as set forth in Exhibit D hereto.
"Work" means any material construction, demolition, grading, installation of utilities
and other physical appurtenances or other similar activities on or about the Project Parcel
pursuant to this Agreement.
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Section 3. Public Improvements Work. The City shall perform, or cause to be performed,
the following Work and other undertakings on and affecting the Project Parcel (collectively, the
"Public Improvements Work"), all in accordance with the approved Plans and substantially in
accordance with the Project Schedule:
(i) The City shall construct the Roadways (including the paving, curbing,
drainage systems, street lighting, traffic signals, sidewalks, hike and bike trails, and signage)
including the landscaping related thereto.
(ii) The City shall construct the Bridge.
(iii) The City shall construct and install the Utility Facilities.
(iv) The City shall construct the Parking Facilities.
(a) Infrastructure Improvements. With respect to the Infrastructure Improvements
to be completed by the City, the Work related to the Infrastructure Improvements shall be
managed by the Developer, in accordance with Section 4(b). The City shall contract directly
with the parties completing the Infrastructure Improvements. The City and the Developer
shall be responsible for insuring completion of the Infrastructure Improvements, in
accordance with the Budget and the Project Schedule.
In the event that the City shall not have commenced construction of the Infrastructure
Improvements in accordance with the Project Schedule or if the City commences the
Infrastructure Improvements but thereafter fails to prosecute the completion thereof
diligently, subject in each case to Force Majeure, then, to the extent Developer determines
that the City's failure to prosecute the Work will result in a material delay in the Project
Schedule, the Developer, following written notice to the City, shall have the right (but not the
obligation) to enter upon the Project Parcel and to undertake such portions of the
Infrastructure Improvements as determined by the Developer as necessary to complete the
Infrastructure Improvements. In the event that the Developer shall so elect to undertake any
portion of the Infrastructure Improvements, then the Developer shall provide at least thirty
(30) days' prior written notice to the City of its intent to undertake the Infrastructure
Improvements on the City's behalf and thereafter shall have the right to proceed with such
Work unless the City, on or prior to expiration of said thirty (30) day period, shall commence
or recommence (as the case may be) and thereafter continue the diligent prosecution of the
completion of the Infrastructure Improvements in a manner reasonably satisfactory to the
Developer to avoid a delay in the Project Schedule. Performance of the Infrastructure
Improvements or any portion thereof by the Developer pursuant to this Section shall not
relieve the City of its obligation to pay for such Work, and the City shall reimburse the
Developer from the TIF Financing for all Costs so incurred by the Developer within ten (10)
days of the Developer's demand (together with invoices or other reasonable supporting
documentation).
(b) Joint Improvements. With respect to completion of the Joint Improvements,
the Developer shall be primarily responsible for managing the Work related to the Joint
Improvements, pursuant to Section 4(b). Contracts and bid proposals for the Joint
Improvements shall be coordinated directly through the Developer, subject to approval by the
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City and compliance with Applicable Laws. The Developer shall be responsible for
scheduling the Work related to the Joint Improvements and managing the Work to insure
completion of the Joint Improvements, in accordance with the Budget and the Project
Schedule. The Developer and the City shall cooperate together, in good faith, to insure
completion of the Joint Improvements, in accordance with the Project Schedule.
Section 4. Construction Management. The Developer shall be the construction manager
for the Project, including the Public Improvements Work. The Developer shall be compensated for
such construction management services, in accordance with the terms of the Redevelopment
Agreement. To the extent requested by the City, the Developer shall enter into a separate
Construction Management Services Agreement. The Developer's obligations as the construction
manager shall be to coordinate and oversee the general construction of the Project, including, without
limitation, the Public Improvements Work. The City acknowledges that the Developer may contract
with one or more professional companies to provide construction management support services. The
Developer shall advise the City of any third parties that are providing construction management
support services for the Developer. In no event shall the City have any obligation to pay any fees or
expenses to such third parties. To the extent Developer engages such third party services, Developer
shall be responsible for costs and expenses paid to such third parties from the construction
management fee paid to Developer, pursuant to the Redevelopment Agreement.
Section 5. General Criteria for Performance of Work. All Work performed or required
to be performed by or on behalf of the Parties pursuant to this Agreement shall be performed in a
good and workmanlike manner and in compliance with all Applicable Laws and Governmental
Requirements and in substantial conformity to the approved Plans and Specifications. All such Work
will be performed in a manner consistent with the risk management standards and practices
ordinarily observed by municipalities in the State and as contemplated by this Agreement. Except as
expressly provided herein, the Party responsible for performing or causing the performance of any
Work also shall be responsible for obtaining and maintaining all Permits that may be required for
such Work; provided, however, each Party shall cooperate and assist in the efforts to obtain such
Permits, as may be reasonably requested by the Party responsible for same, including (without
limitation) the prompt execution and delivery of any customary applications or other documents or
information that may be reasonably required to obtain such Permit. Once commenced, any Work
hereunder shall be diligently prosecuted to completion by the Party responsible for such Work,
subject to Force Majeure. The responsibility of a Party to perform any Work hereunder shall include
(without limitation), the obligations: (i) to perform all services and functions, including (without
limitation) those specifically set forth herein, reasonably necessary or incidental to the construction
and completion of such Work, (ii) to use all commercially reasonable efforts in the performance of
such Work and to exercise professional competence with respect thereto, and (iii) to enter into any
and all other agreements as such Party deems necessary for construction and completion of the Work;
provided, however, notwithstanding the foregoing, no Party hereto shall have any right, power or
authority to negotiate or execute any contracts or agreements or assume or create any liabilities or
obligations on behalf of, or otherwise take any action binding upon any other Party, except as
expressly provided herein to the contrary. Subject to the terms hereof, the Parties shall cooperate (and
cause their respective Affiliates to cooperate) in good faith to facilitate construction and completion
of the Work and shall allow each other (and their respective contractors, consultants and agents) to
have access to and inspect the performance of the Work, provided that such access and inspection
shall not unreasonably interfere with or delay the performance of the Work. With respect to any and
all Work performed hereunder, the Parties will provide to each other a list of the names and
addresses of all Persons performing any of the Work on the Project Parcel, including contractors,
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subcontractors, suppliers, materialmen, engineers and architects, and all other information related
thereto, as may be reasonably requested.
(a) All Work performed under this Agreement by or on behalf of either Party
shall be conducted in a manner that is intended to minimize interference with other
development activities at the Project Parcel and shall be coordinated with the performance of
the Work by the other Party so as to achieve the mutual goal of the timely completion of the
Public Improvements Work in accordance with the Project Schedule and at the Costs set forth
in the Budget. Each Party shall inform the other promptly upon learning of any material
deviation from the Budget.
(b) The Public Improvements Work shall be scheduled and performed
substantially in accordance with the Project Schedule and any phasing plan included as part
of the Project Schedule, subject to Force Majeure, or as otherwise Consented to by the
Parties. The Parties shall endeavor to keep each other well-informed with regard to the status
of the Work performed hereunder, and any material delays in or deviations from the Project
Schedule. A Party will not make or effect any material changes to the Project Schedule
without obtaining the prior Consent of the other Party.
(c) During performance of any Work pursuant to this Agreement, the Parties
shall provide to each other, promptly upon receipt, copies of all formal notices received from
any Governmental Authority having jurisdiction over the Project or from any insurance
company insuring any aspect of the Project.
(d) During performance of any Work pursuant to this Agreement, the Parties
covenant and agree to maintain on-site, available for inspection and photocopying by each
other, all Permits, contracts and plans and specifications for the Work performed hereunder.
(e) Each Party, in connection with its efforts to obtain any material Permits
required for the Work, shall allow the other Party to attend and monitor all formal meetings
with the Governmental Authority(ies) having jurisdiction over such matters. Whether or not
such other Parry attends or monitors such meetings, the Parties shall endeavor to keep each
other well informed of all formal meetings and other formal communications with
Governmental Authorities having jurisdiction over the Work.
(f) The Parties shall establish (by mutual Consent) and adhere to a schedule of
periodic meetings to discuss and resolve issues pertaining to the Work performed hereunder,
and each Party shall use all reasonable efforts to ensure that such meetings are attended by
one or more of its Designated Representatives.
(g) Developer acknowledges that all Work shall be subject to inspection and
approval by the City, in accordance with its normal inspection procedures. The costs and
expenses incurred in connection with such inspections shall be funded by the City from TIF
Proceeds and the total costs related to the Project to be funded from the TIF Proceeds shall
not exceed $250,000.
Section 6. Preparation and Approval of Plans and Specifications.. The Public
Improvements Work shall be completed substantially in accordance with the applicable Plans and
Specifications, which shall be prepared, approved and modified in accordance with this Section.
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(a) Prior to commencing any Work hereunder, the Developer shall engage
architects, engineers and other professionals as deemed necessary by the Developer to
prepare preliminary plans, specifications and/or drawings for the applicable Work, in
cooperation with the City and in accordance with mutually acceptable design and
construction practices and in sufficient detail to allow a thorough and reasoned review
thereof, and in compliance with the bid procedures required by Applicable Law (the
"Preliminary Submission"). The Preliminary Submission prepared by or on behalf of the
Developer shall be submitted to the City for review and comment. The City shall promptly
review and approve or request additional information or changes with respect to the Plans
and Specifications. With respect to Plans and Specifications completed for the Infrastructure
Improvements, the general design, layout and location of the Infrastructure Improvements
shall be subject to the final approval of the Developer. With respect to compliance with City
specifications and requirements with respect to construction of the Roadways, the Bridge, or
the related lighting, the City shall have final approval with respect to compliance with such
specifications and regulations. With respect to Plans and Specifications completed for the
Joint Improvements, the Developer shall have final approval with respect to all aspects of
such Plans and Specifications, provided that the Developer shall consult with the City to
insure compliance with all Applicable Laws. Upon final approval by the City and the
Developer, as required by subsection 6(a), the Preliminary Submission shall be deemed the
"Plans and Specifications" for the applicable portion of the Work. Developer and the City
agree to cooperate, in good faith, to finalize and approve Plans and Specifications promptly
to ensure completion of the Work within the timeframes set forth in the Project Schedule.
(b) Once the Plans and Specifications are approved in accordance with this
Agreement, no material changes shall be made thereto without the Consent of the Developer.
If the City desires to modify any approved Plans and Specifications in any material respect,
the City shall submit the proposed modification to the Developer for Consent.
(c) Once the Plans and Specifications for the Public Improvements are finalized
and approved by the Developer, the Developer and the City shall cooperate to formulate bid
packages for the Work, including pre -qualification standards and other procedures for the
Joint Improvements to permit the Work related to the Public Improvements to be advertised
for public bid by the City, in accordance with Applicable Law.
Section 7. Cost of the Work. The Budget indicates the estimated Costs and, in specific
instances, allocation of such Costs for particular aspects of the Public Improvements Work. The
Budget is subject to change, subject to the public bid process for the Public Improvements Work.
The Cost of the Public Improvements Work shall be paid from the TIF Financing in accordance with
the Budget and Applicable Law.
Section 8. Insurance. Each Party performing (or responsible for performing) any Work
hereunder shall obtain and maintain (and shall cause any contractor or other entity performing such
Work on behalf of such Party to obtain and maintain) policies of insurance covering the perils and in
amounts which meet or exceed the minimum standards of the City for similar contracts, including
coverage for Commercial General Liability, Automobile Liability, Workers' Compensation meeting
Statutory limits mandated by applicable State and/or Federal Laws, Builders' Risk
Insurance/Property Insurance on an all-risk policy form and insuring against the perils of fire and
extended coverage and physical loss or damage including (without duplication of coverage) theft,
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vandalism, malicious mischief, collapse, debris removal and including contingent liability from
Operation of Building Laws, Demolition and Increased Cost of Construction; in an amount equal to
one hundred percent (100%) of the full replacement cost of the insured property. With respect to the
Joint Improvements, the City and Developer agree that the insurance coverages during the
construction period may be maintained through an owner -controlled insurance program implemented
by Developer, provided the coverages shall meet or exceed the minimum City requirements.
All contractors, subcontractors and other third parties providing services in connection with
the Project on behalf of the City (or the general contractor) shall maintain current certificates
evidencing insurance coverages in compliance with the provisions of this Agreement or as otherwise
approved by the Developer in writing. Prior to such entities commencing any work or providing any
services at the Project, the City shall provide to the Developer's risk management representative a
copy of such certificate which shall be in form and substance reasonably acceptable to the Developer.
In addition, at least ten (10) days prior to expiration of any such coverages, the City shall cause
replacement certificates to be supplied to Developer.
All policies of Comprehensive General Liability, Automobile and Builders' Risk insurance
required of any Party hereto, and each Party's Umbrella/Excess Liability policy will name the other
Party(ies), as their interests may appear, as additional named insureds with respect to all appropriate
insurance coverages. All insurance provided for in this Section shall be obtained under valid and
enforceable policies (the "Policies") issued by insurance companies licensed in the State of Texas (if
applicable) and having a claims -paying rating of "A" or better and a financial class of "XV" or better
as rated by AM Best Company, Inc. Not less than thirty (30) days prior to the expiration dates of the
Policies, certified copies of the Policies marked "premium paid" or accompanied by reasonable
evidence of payment of the premiums due thereunder shall be delivered by the Party required to
obtain and maintain such Policies to each other Party; provided, however, that in the case of renewal
Policies, the Party required to obtain same may furnish the other Parties with binders therefor to be
followed by the original Policies when issued. Each Policy covering property damage shall be
primary and non-contributory. All Policies shall contain clauses or endorsements to the effect that (i)
no act or negligence of the insured Party or anyone acting for the insured Party, or failure to comply
with the provisions of such Policy which might otherwise result in a forfeiture of the insurance of any
part thereof, shall in any way effect the validity or enforceability of the insurance insofar as the other
Parties are concerned; (ii) the Policy shall not be materially changed (other than to increase the
coverage thereby) or cancelled without thirty (30) days' written notice to the other Parties and any
other party named therein as an insured; (iii) the issuers thereof shall give written notice thereof to
the named insureds if the Policy has not been renewed at least thirty (30) days prior to its expiration;
(iv) the company issuing the Policy waives the right to subrogation to enforce claims or rights against
any Parties named as insureds thereunder. The Parties agree to cooperate in good faith to establish a
plan for risk management of all losses, whether insured or not, occurring on the Project Parcel in
connection with or related to the construction of the Project. Specifically, but without limiting the
generality of the foregoing, the parties shall notify each other and keep each other apprised of all
claims and occurrences which reasonably could result in any liability or insured incident hereunder,
and each Parry shall cause its risk managers to consult on a regular basis with the other Party's risk
management team to share information regarding any and all claims filed for losses occurring on the
Project Parcel related in any way to the completion of the Project, whether such losses are the
responsibility of the City or the City's agents, contractors or subcontractors, or Developer or its
affiliates.
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Section 9. Indemnity. The City agrees to and does hereby indemnify, defend and hold the
Developer, its affiliates, employees, representatives and agents, harmless of and from any and all
losses, Costs, claims, damages, injury, expense or liability (including, without limitation, reasonable
attorneys' fees and court costs and expenses) arising by reason of injury to or death of persons,
damage to property or claims for liens for Work or labor performed, materials or supplies furnished
arising out of or in connection with the performance of the Work undertaken or performed by or on
behalf of the City.
The Developer agrees to and does hereby indemnify, defend and hold the City, its employees,
representatives and agents, harmless of and from any and all losses, Costs, claims, damages, injury,
expense or liability (including, without limitation, reasonable attorneys' fees and court costs and
expenses) arising by reason of injury to or death of persons, damage to property or claims for liens
for Work or labor performed, materials or supplies furnished arising out of or in connection with the
performance of the Work undertaken or performed by or on behalf of the Developer.
Section 10. Mechanics' Liens. The City shall perform, or cause to be performed, the Public
Improvement Work in a manner that will avoid the imposition of any mechanics' liens or other
similar encumbrances ("Mechanics' Liens") on the Project Parcel, unless removed by bond or
otherwise within thirty (30) days of the date the City receives notice of such lien (or such other
reasonable time as shall be reasonably acceptable to the Developer).
Section 11. Access and Easements.
(a) Access. During the term of this Agreement and subject to the terms hereof,
the Developer shall provide the City and all contractors, agents and employees of the City
and other Persons to the extent properly involved in the performance of the Public
Improvements Work, with such access to, over and upon the affected portions of the Project
Parcel as may be necessary or appropriate for the performance of the Public Improvements
Work and as may be reasonably required to enable the City to perform the obligations
required to be performed by it hereunder.
(b) Temporary Construction Easements. The Developer hereby creates, grants
and declares a temporary, non-exclusive easement to and in favor of the City, in, on, over,
under and across the Project Parcel for the purpose of performing the Public Improvements
Work and as shall be required or appropriate to enable the City to perform its obligations and
exercise its rights hereunder, together with the right and license to access the applicable
portions of the Project Parcel and to store materials and equipment thereon only within the
areas designated by the Developer, subject, nevertheless, to the terms and provisions of this
Agreement. The City agrees that in no event shall any materials or equipment be stored
within any areas of the Project Parcel not designated as storage or staging areas by the
Developer. The foregoing temporary non-exclusive easements shall automatically terminate
with respect to the Project Parcel, at such time as the construction of the Work has been
completed, provided that, in each case, the City shall have a reasonable time to demobilize
and remove equipment from the easement areas.
Section 12. City Interests; Public Rights of Way. The Parties acknowledge that, upon
completion of Roadways A, B and C, such Roadways shall be dedicated to the City as public rights-
of-way. In addition, the Parties acknowledge that the City has (or will be granted) an interest in the
portions of the Project Parcel on which the Parking Facilities are located, pursuant to easements
203045.05 50027-0009 5/11/2000 3:17 PM 10
granted by the Developer to the City. The Parties agree to execute such documents as may be
necessary to effectuate the dedication of Roadways A, B and C, to grant an easement for public
access for ingress and egress over Roadway D, and to complete the transactions contemplated by this
Agreement.
Section 13. Relationship of the Parties. The City and the Developer agree that, by virtue
of this Agreement, they shall not be deemed to be partners, co -venturers or principal and agent.
Section 14, Notice. Any notices or communications required or permitted to be given or
made hereunder shall be deemed to be so given or made when in writing and delivered in person with
evidence of receipt or sent by United States registered or certified mail, postage prepaid, or by
overnight courier service, directed to the parties at the following addresses (in which event such
notice shall be deemed effective only upon such delivery):
If to the City: City of Grapevine
200 South Main Street
Grapevine, Texas 76051
Attn: City Manager
Fax No.: (817) 410-3002
with a copy to: John F. Boyle, Jr.
Boyle & Lowry, L.L.P.
4201 Wingren, Suite 108
Irving, Texas 75062-2763
Fax No.: (972) 650-7105
If to OHT: Opryland Hotel — Texas Limited Partnership
c/o Gaylord Entertainment Company
One Gaylord Drive
Nashville, TN 37214
Attn: Hospitality Group - President
Fax No.: (615) 316-6801
with a copy to: Kim A. Brown, Esq.
Sherrard & Roe, PLC
424 Church Street, Suite 2000
Nashville, TN 37219
Fax No. 615-742-4539
The addresses and addresses for the purpose of this Section may be changed by giving written notice
of such change in the manner herein provided for giving notice. Unless and until such written notice
of change is received, the last address and addresses stated by written notice, or provided herein if no
such written notice of change has been received, shall be deemed to continue in effect for all
purposes hereunder.
Section 15. Entire Agreement; Exhibits. This Agreement contains the entire agreement
between the parties hereto relative to of the Public Improvements Work. No variations, amendments,
modifications or changes herein or hereof shall be binding upon any Party hereto unless set forth in a
document duly executed by and/or on behalf of such Party. Each of the Parties hereto shall from
203045.05 50027-0009 5/11/2000 3:17 PM 11
time to time and at all times do all such other further acts as may reasonably be necessary in order to
fully perform and effect the terms and intent hereof.
The exhibits referenced herein and attached hereto are incorporated herein for all purposes,
and this Agreement shall be interpreted and construed in light of such exhibits, including both the
textual content and pictorial content thereof; provided, however, that nothing shall be implied or
inferred by any matters that are described or depicted on any of the exhibits hereto, which matters
exceed the intended scope of the subject exhibit as described in the text of this Agreement.
Section 16. Authority of Parties. Each Party signing this Agreement represents and
warrants that the execution, delivery and performance of this Agreement by it has been duly
authorized by all requisite corporate or partnership actions and that this Agreement is binding upon it
and is enforceable in accordance its terms.
Section 17. Cooperation; Reasonableness. The Parties hereto covenant and agree that, in
the event the same is necessary to fully implement the intent of this Agreement, each such Party shall
execute such further documents and perform such other acts as may be reasonably required therefor.
Section 18. Interpretation• Severability. The Parties hereto acknowledge and agree that
each has been given the opportunity to review this Agreement with legal counsel independently,
and/or has the requisite experience and sophistication to understand, interpret, and agree to the
particular language of the provisions hereof. In the event of an ambiguity in or dispute regarding the
interpretation of same, the interpretation of this Agreement shall not be resolved by any rule of
interpretation providing for interpretation against the Party who causes the uncertainty to exist or
against the draftsman. The unenforceability or invalidity of any provision of this Agreement shall
not be deemed to affect the enforceability or validity of any other provision of this Agreement.
Section 19. Assignment. Covenants Running with the Land. Subject to the terms hereof,
the covenants, undertakings and easements arising hereunder are intended to be and shall be
covenants running with the land with respect to the Project Parcel.
Section 20. Attorneys' Fees. If any action, proceeding or other legal claim is brought by a
Party against any other Parry under this Agreement, the prevailing Party in such action, proceeding or
claim shall be entitled to recover all reasonable costs and reasonable expenses including the actual
reasonable fees of its attorneys incurred for protection, defense, consultation, or advice in such action
or proceeding. In addition to the foregoing award of attorneys' fees to the prevailing Party, the
prevailing Party in any action or proceeding on this Agreement shall be entitled to its reasonable
attorneys' fees incurred in any post judgment proceedings to collect or enforce the judgment. This
provision is separate and several and shall survive the merger of this Agreement into any judgment
on this Agreement.
Section 21. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
Section 22. Amendment. This Agreement may be amended and/or supplemented only by a
writing signed by the Parties. Notwithstanding the foregoing, the Parties agree to cooperate and to
enter into such non -material and technical modifications of this Agreement as shall be required from
time to time to be made as a result of matters arising in connection with the Project after the date
hereof.
203045.05 50027-0009 5/11/2000 3:17 PM 12
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the
date and year first above written.
OHT:
OPRYLAND HOTEL - TEXAS LIMITED
PARTNERSHIP, a Texas limited partnership
By: Opryland Hospitality, Inc.,
its managing general partner
By:
Its:
THE CITY:
THE CITY OF GRAPEVINE, TEXAS,
a Texas home rule municipality
IN
Its:
ATTEST:
Linda Huff, City Secretary
APPROVED AS TO FORM:
John F. Boyle, Jr., City Attorney
203045.05 50027-0009 5/11/2000 3:17 PM 13
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EXHIBIT A
LOCATION MAP
OPRYLAND TEXAS
CITY OF GRAPEVINE, TEXAS
Carter Burgess
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SCALE M ;EE T
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LOCATION MAP
OPRYLAND TEXAS
CITY OF GRAPEVINE, TEXAS
Carter Burgess
EXHIBIT B., ; I,T i'
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COMPREHENSIVE
DEVELOPMENT
PLAN
{ i OPRYLAND TEXAS
CITY OF GRAPEVINE
rr
Carter Burgess
runo um a ow - ex i it cestimated u get rapevme. Page
EXHIBIT C
ESTIMATED BUDGET
Roadways and Bridge A -B -C
11,000,000.00
Structure Parking Facilities
6,948,000.00
North Parking Garage
4,467,000.00
Roadway D.
3,784,000.00
Fee and General Conditions
296,000.00
Contingency
635,000.00
Permits & Fees:
Inspection Fees
250,000.00
C&B Fees Paid for Corp.
179,000.00
E.D.S.A. — Landscaping Consultant Fees Roadways
80,000.00
Land
1,589,000.00
Mitigation
120,000.00
Signalization
98,000.00
Highway Signage
200,000.00
Management Fee (4% of 27.5 M less land)*
1.036.400.00
TOTAL:
30,682,400.00
206044.01 50027-0009 5/10/2000 4:02 PM
EXHIBIT D
INFRASTRUCTURE IMPROVEMENTS
Infrastructure Improvements means the following improvements designed and
constructed in accordance with plans and specifications approved by the City of
Grapevine:
• Roadways A, B, C & D
• Bridge included in Roadway A
• Intersection Improvements, including traffic signals, at the Roadway A / SH 26
Intersection.
• Customary sodding, seeding and irrigation in construction areas to re-
establish vegetation upon completion of construction.
• Utility Facilities including water and wastewater lines, lift station, and
associated facilities and appurtenances.
• Parking Facilities consisting of two (2) public parking garages.
1. Garage located beneath the Convention Center
2. Freestanding garage located adjacent to the Hotel
O:\STAN\GAYLORD\AGREEMNT\CD AGMT EXHIBITD
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O
OPERATING AND MAINTENANCE AGREEMENT
THIS OPERATING AND MAINTENANCE AGREEMENT (this "Agreement") is made
and entered into as of this day of , 2000, by OPRYLAND HOTEL —
TEXAS LIlVIITED PARTNERSHIP, a Texas limited partnership ("OHT"). and THE CITY OF
GRAPEVINE, a Texas home tole municipality located in the counties of Tarrant, Dallas and
Denton. Texas, and existing under the laws of the State of Texas ( the -City"). (OHT and the City are
sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties".)
RECITALS:
A. OHT is developing an 1,00 room convention center hotel to be known as Opryland
Hotel - Texas (the "Project") on property located in the City of Grapevine, Tarrant County, State of
Texas generally described in Exhibit A attached hereto (the "Hotel Site").
B. A portion of the Hotel Site (the "Corps Property") is owned and/or leased by the Cite
from the Corps. pursuant to Supplemental Agreement No. -I To Lease No. DACW6 1 -94 -05 -5? -
Grapevine Lake Texas (the "Corps Lease"). and has been (or will bel subleased by the City to OHT
pursuant to a Hotel/Convention Center Sublease Agreement dated as of 2000. between
the City. as sublessor. and OHT. as sublessee.
C. In connection with the Project, OHT is developing on the Corps Property an
l approximately 400.000 square foot convention center and meeting facility to include a subterranean
parking garage ( the "Convention Center"), to be operated by OHT as part of the Project.
D. Also, in connection with the Project. the City is constructing certain infrastructure
improvements related to the Project, including construction of certain roads, the main bridge serving
the Project. water and sewer lines, and certain other improvements. as described in Exhibit B
attached hereto (the "Infrastructure Improvements 1.).
E. OHT and the City desire to enter into this Agreement to provide for the allocation of
operation maintenance responsibilities for various improvements and systems contained within or
related to the Development as specified in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the sum of One Dollar 61.00)
in hand paid by each Party to the other, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Recitals Incorporated by Reference. The representations, covenants and recitations
set forth in the foregoing recitals are material to this Agreement and are hereby incorporated into and
made a part of this Agreement as though they were fully set forth in this Section 1.
?. Definitions. For purposes of this Agreement, capitalized terms not otherwise defined
herein shall have the follow meanings:
(a) "Affiliate" means, with respect to any Person: (i) a parent, spouse, child or
sibling of such Person. or a trust. the primary beneficiarv(ies) of which is such Person and/or the
201603.07 X0027-0009 _ 11 2000 : 10 PA1
spouse, parents, siblings and/or children of such Person. and (ii) anv other Person which controls. is
controlled by or is under common control with the Person in question.
(b) "Bridge" means the bridge serving the main access road for the Project, as
described in Exhibit B.
(c) "Construction Development Agreement" means the Construction
Development Agreement of even date herewith between the City and OHT.
(d) "Convention Center" means the approximately 400,000 square foot
convention and meeting center being developed by OHT as part of the Project, and includes the
subterranean parking garage being developed as part of the Convention Center.
(e) "Corps" means the United States Army Corps of Engineers.
(f) "Corps Lease" means the Supplemental Agreement No. 4 to Lease No.
DACW63-1-94-0552, Grapevine Lake, Texas, and the underlying agreements as described therein.
(g) "Corps Property" means the property. as reflected in Exhibit C attached
hereto.
(h) "Executive Course" means the 18 -hole executive course to be developed b%
OHT as part of the Project.
( i ) "Infrastructure Improvements" means the Infrastructure Improvements
being constructed by the City as part of the Project, as described in Exhibit B attached hereto.
(j) "Loss" or "Losses" means all damages, awards, judgments, payments.
diminutions in value and other losses, however suffered or characterized, all interest thereon, all costs
and expenses of investigatinc, any claim, lawsuit or arbitration and any appeal therefrom, all actual
attorneys' fees incurred in connection therewith, whether or not such claim, lawsuit or arbitration is
ultimately defeated and all amounts paid incident to any compromise or settlement of any such
claim. lawsuit or arbitration.
(k) "'Maintenance Responsibilities INIatrix" means the matrix attached hereto as
Exhibit D and made a part hereof.
(1) " fMaintenance Items" means the categories of improvements and systems
listed on the Maintenance Responsibilities Matrix, each of which individually is a "Maintenance
Item".
(m) "Parking Facilities" means the parking garages) and related facilities to be
constructed by the City, as identified in the Construction Development Agreement.
(n) "Project" means the 1.500 room convention center hotel and approximately
400.000 square foot Convention Center and related parking garage and other amenities to be
developed in connection with the Project.
` X1601 0- 50027-0009 5 11'2000 116 PN1 �
� (0 "Roadways" means the roadways to be constructed by the City as described
I n Exhibit B.
(p) "Subleases" means the Sublease Agreements between the Citv and OHT
covering the Project.
(q) "Unrelated Parties" means any or all of the Texas Department of -
Transportation ("TxDOT"), Texas Utilities Electric Company ("TxU Electric").
(r) "Utility Facilities" means the water and wastewater lines and associated
facilities or appurtenances to be constructed and installed by the City as described in Exhibit B.
3. Operations. OHT shall be responsible for operation of the Convention Center.
Subject to the provisions of Section 12 hereof, the Convention Center shall be operated as a
destination convention and meeting center integrated as part of the overall Project. The City shall
have no rights with respect to use of the Convention Center facilities, except as approved in advance
by OHT.
4. Maintenance Obligations.
(a) The Maintenance Responsibilities Matrix identifies the person or entity
responsible for maintaining each of the Maintenance Items at various locations within and without
the Development.
(b) The City agrees to and shall maintain, or cause to be maintained, those
Maintenance Items at the locations identified on the Maintenance Responsibilities Matrix, which are
identified as the responsibility of the City. The City shall cause such maintenance to be performed to
normal City standards for similar projects in order to provide for the safe and efficient operation of
those Maintenance Items and in connection with the needs of the Development. The parties agree
that any extraordinary maintenance of the aesthetic portions of the Bridge over and above normal and
customary City maintenance of similar bridge structures shall be the responsibility of OHT.
(c) OHT agrees to and shall maintain, or cause to be maintained, those
Maintenance Items at the locations identified on the Maintenance Responsibilities Matrix, which are
identified as the responsibility of OHT. OHT shall cause such maintenance to be performed to the
standard customarily required at other comparable developments, in order to provide for the safe and
efficient operation of those Maintenance Items and in connection with the needs of the Development,
and in accordance with all applicable City ordinances.
(d) The Parties acknowledge and agree that certain Unrelated Parties over which
neither of the Parties has control are and shall be responsible for the maintenance of certain
Maintenance Items at various locations as identified on the Maintenance Responsibilities Matrix, and
that neither of the Parties shall be responsible either for such maintenance responsibilities or for the
Unrelated Parties' failure to perform their maintenance responsibilities, provided, however, that each
of the Parties agree to use best efforts to cause such Unrelated Parties to perform such maintenance
responsibilities.
201603.07 50027-0009 5/111/2000 3:16 PM
3
(e) The City shall request TxU Electric to provide and maintain, at the locations
identified on the Maintenance Responsibilities Matrix which are identified as the responsibility of
TU Electric, street lighting that meets or exceeds TxU Electric standards.
5. No Lien. Neither Party shall cause or permit any lien to be filed against any property
owned by the other Party or any other person or entity or any improvements thereon for any labor or
materials in connection with the performance of the maintenance responsibilities of such Party.
6. Breach by OHT or the City. If either OHT or the City breaches any provision of
this Agreement, then upon notice of such breach by the non -breaching Parry, the breaching Party
shall commence and diligently thereafter pursue the curing of such breach within thirty (30) days
after receipt of notice of such breach; provided, however, if such cure cannot reasonably be effected
within such thirty day period, then such failure shall not be a Default (as hereinafter defined) under
this Agreement so long as the breaching Party commences a cure within such thirty day period and
continues to pursue diligently the curing of such breach to completion within a reasonable time
thereafter. Failure to cure a breach within such time periods shall constitute a Default under this
Agreement. In the event of a Default, the non -breaching Party shall have the right, but not the
obligation, to cure such breach and the breaching Party shall reimburse the non -breaching Party for
all reasonable costs incurred by the non -breaching Party to cure such breach, together with interest
accruing thereon at an annual rate of interest equal to the lesser of (i) the maximum rate permitted by
Texas law, and (ii) the rate of interest announced from time to time by Bank of America, N.A., as its
prime rate, from and after the date of the non -breaching Party's demand therefor until the date of the
non -breaching Party's receipt of full payment therefor, in addition to any other right or remedy
available at law or in equity.
7. Integration. This Agreement embodies the entire understanding of OHT and the
City with respect to the maintenance responsibilities of the Parties for the Maintenance Items, and
there are no further or other agreements or understandings, written or oral, in effect between OHT
and the City relating to such maintenance responsibilities. The term "OHT" as used herein shall be
deemed to include any and all successors in interest to OHT that hold title to au or any portion of the
property constituting the Development. The term "the City" as used herein shall be deemed to
include any and all successors in interest to the Citv.
S. Transfer by OHT. Upon any conveyance by OHT (or an affiliate of OHT) of all or
any portion of the property constituting the Development and currently owned by OHT (or such a -
affiliate), the transferor shall be released from any liability under this Agreement with respect to the
property so transferred or conveyed, and the transferee shall be bound by and shall be deemed to
have assumed the obligations of DHT (or such affiliate) arising after the date of such transfer or
conveyance.
9. No Third -Party Beneficiate Rights. No rights, privileges or immunities of either
OHT or the City shall inure to the benefit of any third party, nor shall any third party be deemed to be
a beneficiary of any of the provisions contained in this Agreement.
10. Public Facilities. OHT and the City acknowledge and agree that the subterranean
parking garage, constructed as part of the Convention Center, is to be operated as a public facility,
generally open to the public, subject to reasonable rules and restrictions imposed by OHT in
connection with operation of the Convention Center, including, without limitation, fees for parking,
as established by OHT from time to time. The use of the Convention Center and related parking
'01603.07 50027-0009 5/11/2000 3:16PM 4
facility shall be subject to reasonable rules and restrictions as imposed by OHT from time to time.
OHT agrees to provide written rules and regulations to the City from time to time and to post such
written rules and regulations, or otherwise make such rules and regulations generally available to the
public, upon request.
11. Representations.
(a) The City hereby represents and warrants to OHT that the City has full
constitutional and lawful right, power and authority, under currently applicable law, to execute and
deliver and perform the terms and obligations of this Agreement, and all of the foregoing have been
or will be duly and validly authorized and approved by all necessary City proceedings, findings and
actions. Accordingly, this Agreement constitutes the legal, valid and binding obligation of the City,
is enforceable in accordance with its terms and provisions and does not require the consent of any
other governmental authority.
(b) OHT hereby represents and warrants to the City that OHT has full lawful
right, power and authority to execute and deliver and perform the terms and obligations of this
Agreement, and all of the foregoing have been or will be duly and validly authorized and approved
by all necessary actions of OHT. Accordingly, this Agreement constitutes the legal, valid and
binding obligation of OHT, and is enforceable in accordance with its terms and provisions.
12. Indemnification.
(a) OHT shall indemnify, defend and hold harmless the City and its employees,
representatives and agents (the "City Indemnities"), from and against (i) any and all Losses that may
be incurred or suffered by the City Indemnities and arising out of or resulting from any breach of any
representation, warranty, covenant or agreement of OHT contained in this Agreement, and (ii) any
and all Losses from any and all actions, suits, proceedings, claims, demands, assessments, judgments,
costs and expenses, incurred in enforcing this indemnity.
(b) The City shall indemnify, defend and hold harmless OHT and its Affiliates,
guests, invitees, employees, representatives and agents, from and against anv and all Losses that may
be incurred or suffered by OHT on account of the breach by the City of any agreement, covenant,
representation, or warranty of City contained herein.
(c) Any Person entitled to indemnification hereunder will (a) give prompt written
notice to the indemnifying party of any claim with respect to which it seeks indemnification and
(b) unless in such indemnified party's reasonable judgment a conflict of interest may exist between
such indemnified and indemnifying parties with respect to such claim, permit such indemnifying
party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified
party. Whether or not such defense is assumed by the indemnifying party, the indemnifying party
will not be subject to any liability for any settlement made without its consent (but such consent will
not be unreasonably withheld). The failure of an indemnified party to give notice pursuant to clause
(a) above shall not relieve any indemnifying party of its obligations hereunder except to the extent
such indemnifying party shall have been prejudiced thereby. An indemnifying party who is not
entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such indemnifying party with
respect to such claim, unless, in the reasonable judgment of any indemnified party, a conflict of
interest may exist between such indemnified party and any other of such indemnified parties with
201603.07 50027-0009 5/11/2000 3:16 PM
respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and
expenses of such additional counsel or counsels. The indemnified party shall cooperate in any
defense assume by the indemnifying party and may participate in the defense of any claim.
(d) If for any reason the indemnification provided for herein is unavailable to an
indemnified party as contemplated herein, then the indemnifying party shall contribute to the amount
paid or payable by the indemnified party as a result of such Loss, claim, damage or liability in such
proportion as is appropriate to reflect not only the relative benefits received by the indemnified party
and the indemnifying party, but also the relative fault of the indemnified party and the indemnifying
party, as well as any other relevant equitable considerations.
13. Dispute Resolution. In the event a dispute occurs, the parties will promptly attempt
to settle such dispute through consultation and negotiation in good faith and in a spirit of mutual
cooperation. If agreement is reached in writing, signed by both parties, concerning the resolution of
such dispute, then such agreement shall be final, conclusive and binding on the parties. If, on or
before the tenth (10th) day after written notice of such dispute is given by one party to the other, such
dispute has not been resolved by the written agreement of the parties, such dispute shall be submitted
to non-binding mediation by a third -party mediator who is mutually acceptable to the parties. In the
event the parties fail to agree upon a settlement of the dispute through mediation, then each party
shall be free to pursue remedies available at law or equity. The costs of any proceeding to enforce
this Agreement (including, without limitation, attorney's fees and costs), shall be borne by the
unsuccessful party.
14. Severability. If any provision, covenant, agreement or portion of this Agreement, or
its application to any person, entity or property, is held invalid, such invalidity shall not affect the
application or validity of any other provisions, covenants, agreements or portions of this Agreement
and, to that end, all provisions, covenants, agreements or portions of this Agreement are declared to
be severable.
15. Texas Law. This Agreement shall be construed in accordance with the laws of the
State of Texas, and any actions concerning this Agreement shall be brought in either the Texas State
District Courts of Tarrant County, Texas or the United States District Court for the Northern District
of Texas.
16. Notice. Any notice to be given or served hereunder or under any document or
instrument executed pursuant hereto shall be in writing and shall be (i) delivered personally, with a
receipt requested therefor; or (ii) sent by telecopy facsimile; or (iii) sent by a nationally recognized
overnight courier service; or (iv) delivered by United States registered or certified mail, return receipt
requested, postage prepaid. All notices shall be addressed to the recipient at its address set forth
below, and shall be effective (a) upon receipt or refusal if delivered personally or by telecopy
facsimile; (b) one (1) business day after depositing with such an overnight courier service or (c) two
(2) business days after deposit in the United States mails, if mailed. Either Party may change its
address for receipt of notices by service of a notice of such change in accordance with this Section
13. All notices by telecopy facsimile shall be subsequently confirmed by U.S. certified or registered
mail, return receipt requested.
If to the City: City of Grapevine
200 South Main Street
Grapevine, Texas 76051
201603.07 50027-0009 5,11/2000 3:16 PM 6
Attn: City Manager
Fax No.: (8 17) 410-3002
with a copy to: John F. Boyle, Jr.
Boyle & Lowry, L.L.P.
4201 Wingren, Suite 108
Irving, Texas 75062-2763
Fax No.: (972) 650-7105
If to OHT: Opryland Hotel — Texas Limited Partnership
c/o Gaylord Entertainment Company
One Gaylord Drive
Nashville, TN 37214
Attn: Hospitality Group - President
Fax No.: (615) 316-6801
with a copy to: Kim A. Brown, Esq.
Sherrard & Roe, PLC
424 Church Street, Suite 2000
Nashville, TN 37219
Fax No. 615-742-4539
17. Amendment. This Agreement, and any exhibits attached hereto, may be amended
only by the mutual agreement of the Parties evidenced by a written amendment, by the adoption of
an ordinance or resolution of the City approving such written amendment, as provided by law, and by
the execution of such written amendment by the Parties.
18. Counterparts. This Agreement may be executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the same agreement.
19. Interpretation. This Agreement has been negotiated jointly by OHT and the City
and shall not be construed against one Partv because that Party may have assumed primary
responsibility for the drafting of this Agreement.
20. Exhibits. All exhibits attached hereto are declared to be a part of this Agreement and
are incorporated herein by this reference.
( Remainder of Page Intentionally Left Blank)
=01603.07 50027-0009 5/11/2000 3:16 PM '7
IN WITNESS WHEREOF, the Parties have duly executed this Agreement pursuant to all
requisite authorizations as of the date first above written.
37:111
OPRYLAND HOTEL - TEXAS LIMITED
PARTNERSHIP, a Texas limited partnership
By: Opryland Hospitality, Inc.,
its managing general partner
Its:
THE CITY:
THE CITY OF GRAPEVINE, TEXAS,
a Texas home rule municipality
Its:
ATTEST:
Linda Huff, City Secretary
APPROVED AS TO FORM:
John F. Boyle, Jr., City Attorney
01603.07 50027-0009 5/11/2000 3:16 PNI S
CAAP.K
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EXHIBIT A
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COMPREHENSIVE
DEVELOPMENT
PLAN
OPRYLAND TEXAS
CITY OF GRAPEVINE
Carfgw Burgess
r
47
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7,
COMPREHENSIVE
DEVELOPMENT
PLAN
OPRYLAND TEXAS
CITY OF GRAPEVINE
Carfgw Burgess
COMPREHENSIVE
DEVELOPMENT
PLAN
OPRYLAND TEXAS
CITY OF GRAPEVINE
Carfgw Burgess
EXHIBIT B
INFRASTRUCTURE IMPROVEMENTS
Infrastructure Improvements means the following improvements designed and
constructed in accordance with plans and specifications approved by the City of
Grapevine:
Roadways A, B, C & D
Bridge included in Roadway A
Intersection Improvements, including traffic signals, at the Roadway A / SH 26
Intersection.
Utility Facilities including water and wastewater lines, lift station, and associated
facilities and appurtenances.
Parking Facilities consisting of two (2) public parking garages.
One located beneath the convention center
Second being a freestanding facility located adjacent to the Hotel
O:\STAN\GAYLORD\AGREEMNT\OM AGMT EXHISITB
FISHING
PIER
4
EXHIBIT 6
C)C
#T �[� PUBLICRAMP
BOAT
i
AREA: 29.71 Ac.
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�,-)'(+ l\da .x, f��-�i� y. �� -�.L� , ? , i � �\•��� .rl�,t j, �. ` � �`� \ ,I �- \ 1, �'!r-
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Cli Y OF GRAPEVINE
HOTEL
LEASE AREA
OPRYLAND TEXAS
CITY OF GRAPEVINE
ei
WmA
•�r"'S 1 ?
EXHIBIT D
OPRYLAND -TEXAS
MAINTENANCE MATRIX
MAINTENANCE ELEMENT
CITY OF
GRAPEVINE
OHG
TxDOT
TxUTIL
Roadway A
Paving
x
Drainage
x
Sidewalks
x
Striping
x
Signing
x
Hike and Bike Trail
x
16" Water Line
x
Street Lighting
x
Landscaping
x
Irrigation
x
SH 26 Intersection
Signals
x
Pavement
x
Striping
x
Signing
x
Landscaping SH 26 Median
X
Irrigation SH 26 Median
x
Landscaping Entrance Road
x
Irrigation Entrance Road
x
Bridge
Structure
x
Pavement
x
Cart Trail
x
Hike & Bike Trail
x
Lighting
x
Striping
x
O:\STAN\GAYLORD\AGREEMNT\MAINT MATRIX
EXHIBIT D
®PRYLAND -TEXAS
MAINTENANCE MATRIX
MAIN i tNANUt tLEMENT CITY OF OHG TxDOT
GRAPEVINE
TxUTIL
Roadway B
Paving
X
Drainage
X
Box Culvert
X
Sidewalks
X
Striping
X
Signing
X
Hike and Bike Trail
X
16" Water Line
X
Street Lighting
X
Landscaping
X
Irrigation
X
Lift Station
X
Force Main
X
Wastewater Trunk - Hotel
X
Wastewater Trunk - Trencor
X
Roadway C
Paving
X
Drainage
X
Sidewalks
X
Striping
X
Signing
X
Hike and Bike Trail
X
16" Water Line
X
Street Lighting
X
Landscaping
X
Irrigation
X
Convention Center
X
O:\STAN\GAYLORD\AGREEMNT\MAINT MATRIX
EXHIBIT D
OPRYLAND -TEXAS
MAINTENANCE MATRIX
MAINTENANCE ELEMENT
CITY OF
GRAPEVINE
OHG
TxDOT
TxUTIL
Parking Garage
X
Free Standing Parking Garage
X
Roadway D
x
12" Water Line
x
O:\STAN\GAYLORD\AGREEMNT\MAI NT -MATRIX
HOTEL/ CONVENTION CENTER
SUBLEASE AGREEMENT
STATE OF TEXAS
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TARRANT
THIS SUBLEASE AGREEMENT (this "Sublease") is made at Tarrant County,
Texas, between the CITY OF GRAPEVINE, TEXAS, a Texas home -rule municipal corporation
("Sublessor"), and Opryland Hotel- Texas Limited Partnership ("Sublessee").
WHEREAS, Sublessee and the Sublessor desire to enter into this Sublease Agreement.
WHEREAS, Sublessee has the legal authority to consent to and execute this Sublease
Agreement.
NOW THEREFORE, THIS SUBLEASE AGREEMENT (the "Sublease") is hereby
made and entered into by the Sublessor and Sublessee for the mutual consideration stated herein:
ARTICLE I
DEMISE AND DESCRIPTION OF PROPERTY
Section 1.0. Sublessor subleases to Sublessee and Sublessee subleases from Sublessor
that certain property located in Tarrant County, Texas, and described in Exhibit "A" attached
hereto and incorporated herein by reference (the "Subleased Premises"). The Subleased Premises
will be the area allowed to be built on or improved by Sublessee, pursuant to Sublessor's review
and approval of any and all construction plans as required by Article IX of this Sublease.
Sublessee agrees to provide, at its sole cost and expense, a survey of the Subleased Premises by a
surveyor or engineer acceptable to Sublessor, which acceptance shall not be unreasonably
withheld or delayed, and which survey shall subsequently be attached hereto and incorporated
herein by reference as Exhibit `B".
ARTICLE I
TERM
Section 2.0. The term of this Sublease shall be for a period of forty-nine(49) years,
beginning on the date hereof (the "Lease Term"), coterminous with Sublessor and Secretary of
the Army's ("Master Lessor"), Lease, Contract No. DACW 63-1-94-0552 (the "Master Lease"),
executed to be effective March 18, 1994. The term of this Sublease shall be renewed
automatically upon the renewal of the Master Lease for a term equal to that for which the Master
Lease is renewed, and such renewal will be pursuant to the same terms and conditions of this
Sublease. Sublessor agrees to utilize reasonable good faith efforts to obtain the renewal of the
Master Lease, provided the Sublessee is not in default of the Sublease. Sublessor shall initiate the
renewal of the Master Lease at least eighteen (18) months prior to the expiration of the initial
term and Sublessor shall keep Sublessee informed of the progress of such renewal. The Master
Lease is incorporated herein by reference. Notwithstanding the foregoing, this Sublease may be
terminated by Sublessor upon the occurrence of any one, or more, of the following events:
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a. the occurrence of any one, or more, events of default as provided for in Article XI
which is not cured within any applicable cure period; or
b. subject to the terms of Article XII, the relinquishment, revocation or other earlier
termination of the Master Lease.
Section 2.1. On or before the date of expiration of this Sublease or its relinquishment by
Sublessee, Sublessee shall vacate the Subleased Premises, remove its personal property, other
than buildings and other similar structures (the "Property"), therefrom, and deliver and restore the
Subleased Premises to Sublessor in a state of good repair and condition reasonably satisfactory to
Master Lessor. If this Sublease is terminated by Sublessor prior to its expiration due to an event
of default by Sublessee, Sublessee shall immediately vacate the Subleased Premises, remove its
personal Property therefrom, and deliver and restore the Subleased Premises as aforesaid within
such time as Sublessor reasonably may designate but, in no event less than forty-five (45) days
from notice of default. In either event, if Sublessee shall fail or neglect to remove its Property
within the required time period, then Sublessee's Property which has not been removed shall
become the property of Sublessor or Sublessor's agents without compensation therefor, and no
claim for damages against Sublessor or its officers, employees, or agents shall be created by or
made on account thereof. Further, in either event, if Sublessee shall fail or neglect to deliver and
restore the Subleased Premises as aforesaid within the required time period, Sublessor may
restore the Subleased Premises and demand reimbursement from Sublessee for the reasonable
costs and expenses incurred by Sublessor in restoring the Subleased Premises. Sublessee shall
reimburse Sublessor within thirty (30) days after completion of such restoration and receipt of
such demand.
ARTICLE III
RENT
Section 3.0. For the term of this Sublease, Sublessee shall pay Sublessor as rent for the Subleased
Premises one dollar ($1.00) annually in addition to the other valuable consideration provided for
herein.
Section 3.1. Rental payments shall be paid in advance on or before the anniversary date of this
Sublease. Sublessor acknowledges that Sublessee has prepaid rent for the intial term of this
Sublease.
ARTICLE IV
USE OF PREMISES
Section 4.0. The Subleased Premises may be used by Sublessee for the operation of a
destination convention center, hotel, conference facilities, and related uses, including
maintenance facilities, food and beverage services (including alcoholic beverages, provided
Sublessor, on behalf of Sublessee, or Sublessee_is able to obtain all necessary licenses or permits),
and for no other purpose. Sublessee may specify a separate entity to apply for and hold all liquor
licenses.
SECTION 4.1. UNLESS CAUSED BY THE NEGLIGENT OR INTENTIONAL ACTS
PAGE
OR OMISSIONS OF SUBLESSOR, ITS OFFICERS, EMPLOYEES, AGENTS OR
CONTRACTORS, SUBLESSEE SHALL INDEMNIFY, RELEASE, AND HOLD HARMLESS
SUBLESSOR FROM ANY AND ALL CLAIMS FOR DAMAGES TO PROPERTY, OR
INJURIES TO ANY SUBLESSEE INVITEE, GUEST OR LICENSEE, INCLUDING DEATH,
ARISING FROM OR INCIDENT TO ANY FLOOD CONTROL WORK OR ACTIVITIES OR
THE FLOODING OF THE SUBLEASED PREMISES BY A FEDERAL, STATE OR LOCAL
GOVERNMENT OR FLOODING FROM ANY OTHER CAUSE.
Section 4.2 At all times, Sublessee's use of the Leased Premises and performance under
this Agreement shall be undertaken consistent with all local, State, and Federal laws. Any and all
construction and improvement activities undertaken by Sublessee, shall be done consistent with
the requirements of the Architectural Barriers Act, as amended (Article 9102 Tex.Rev.Civ. Stat.).
ARTICLE V
ASSUMPTION AGREEMENT AND COVENANTS
Section 5.0. Except as specifically provided for by the terms of this Sublease, during the
Lease Term of this Sublease (as it may be extended pursuant to the terms of Section 2.0 hereof),
Sublessee shall comply with all the provisions of the Master Lease, as the same relate to the
Subleased Premises, that are to be complied with or performed by Sublessor, as lessee, under the
Master Lease.
Section 5.1. To the extent that the provisions of the Master Lease do not conflict with
specific provisions contained in this Sublease, all terms of the Master Lease are fully incorporated
into this Sublease. Sublessee agrees to be bound to the Sublessor by all the terms and conditions
of the Master Lease and to perform all the obligations and responsibilities that Sublessor under
the Master Lease assumes toward Master Lessor (excluding Sublessor's obligation to pay rent
under the Master Lease) and to indemnify and hold harmless Sublessor, its officers, employees
and agents, from any claims or liability arising out of or caused by Sublessee's noncompliance
with or nonperformance of obligations or responsibilities required under the Master Lease.
Section 5.2. Sublessor shall comply in all respects with the requirements of the Master
Lease (other than those obligations which are expressly assumed by Sublessee hereunder, which
shall be satisfied by Sublessee as provided herein) and not take any action or enter into any
agreements which shall be in conflict with Sublessor's obligations under the Sublease or under the
Master Lease or Sublessee's rights, privileges, benefits or options hereunder.
Section 5.3. Sublessor shall provide Sublessee with a copy of all default notices given to
Sublessor by Master Lessor under the Master Lease via facsimile and regular mail. Said notice
shall be sent no later than the next business day after Sublessor's receipt of same. If Sublessor
shall fail to make any payment or perform any act required to be made or performed by Sublessor
under the Master Lease, and Sublessee has not received reasonable evidence from Sublessor that
Sublessor has commenced curing such default within five (5) days (excluding Saturdays, Sundays
and holidays) after Sublessor's receipt of the default notice from Master Lessor, Sublessee, if not
in default hereunder, may cure such default and, provided (and to the extent) that such default
was not caused by any action or inaction on the part of Sublessee, demand reimbursement from
Sublessor for the reasonable costs and expenses incurred by Sublessee in curing such default with
interest thereon at the maximum rate allowed by law per annum from the date of payment.
Sublessor shall reimburse Sublessee within thirty (30) days thereafter. Further, at Sublessee's
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option (and in addition to any other rights or remedies Sublessee may have), Sublessee may
deduct any amounts advanced by Sublessee as provided above from all subsequent amounts
payable by Sublessee to Sublessor, including payment of rent as hereinbefore provided, in lieu of
seeking reimbursement from Sublessor. Sublessee shall have the same time period to cure a
default by Sublessor under the Master Lease as Sublessor has.
ARTICLE VI
INSURANCE AND INDEMNIFICATION
Section 6.0. Sublessee, its contractors and subcontractors will be required at their own
expense to maintain in effect at all times during the Lease Term and performance of the work,
insurance coverages with limits not less than those set forth below, with insurers licensed to do
business in the State of Texas, and under forms of policies reasonably satisfactory to Sublessor.
It shall be the responsibility of Sublessee, its contractors and subcontractors to maintain
adequate insurance coverages and to assure that all contractors and subcontractors are adequately
insured at all times during the Lease Term. Failure of Sublessee, its contractors and
subcontractors to maintain adequate coverage shall not relieve Sublessee of any contractual
responsibility or obligation.
a. Comprehensive General Liability: This insurance shall be an occurrence type policy
written in comprehensive form and shall protect Sublessee and its contractors and the
additional insureds against all claims arising from bodily injury, sickness, disease or
death of any person other than Sublessee's employees or damage to property of
Sublessor or others arising out of the act or omission of Sublessee or its contractors
or their agents, employees or subcontractors. This policy shall also include
protection against claims insured by usual personal injury liability coverage, products
liability, contractual liability, broad form property coverage, premises/operations and
independent contractors.
Bodily Injury and. Property Damage - $1,000,000 Combined Single Limit or the
limits of the Texas Tort Claims Act, whichever is greater.
b. Legal Liquor Liability: Legal Liquor Liability shall be in the amount of $1,000,000
or the limits of the Texas Tort Claims Act, whichever is greater.
Comprehensive Automobile Liability: This insurance shall be written in the
comprehensive form and shall protect Sublessee and its contractors and the additional
insureds against all claims for injuries to members of the public and damage to
property of others arising from the use of motor vehicles, and shall cover operation
on and off the site of all motor vehicles licensed for highway use, whether they are
owned, non -owned or hired. The liability shall not be less than:
Bodily Injury and Property Damage - $1,000,000 Combined Single Limit or the
limits of the Texas Tort Claims Act, whichever is greater.
d. Workers' Compensation and Employers' Liability:
This insurance shall protect Sublessee and its contractors and the additional
insureds against all claims under applicable state workers' compensation laws. The
insured shall also be protected against claims for injury, disease, or death of
employees which, for any reason, may not fall within the provision of a workers'
PAGE 4
compensation law. This policy shall include an all -states endorsement.
Section 6.1. Upon commencement of this Sublease, and on each anniversary date
thereafter, Sublessee shall provide Sublessor with certificates of insurance as evidence that the
policies providing the required coverages and limits of insurance are in full force and effect. The
certificates of insurance shall state Sublessor as an additional insured where applicable. The
certificates shall provide that any company issuing an insurance policy for the work under this
Sublease shall provide not less than thirty (30) days' advance notice in writing of cancellation,
non -renewal or material change in the policy of insurance. In addition, Sublessee shall
immediately provide written notice to Sublessor and the Risk Management Department (at the
address listed below) upon receipt of notice of cancellation of an insurance policy or a decision to
terminate or alter any insurance policy. All certificates of insurance shall clearly state that all
applicable requirements have been satisfied including certification that the policies are of the
"occurrence" type. Certificates of insurance for Sublessee and contractors -furnished insurance
and notices of any cancellations, terminations or alterations of such policies shall be mailed to
Risk Management, City of Grapevine, P.O. Box 95104, Grapevine, Texas 76051. Sublessor
acknowledges that Sublessee may cover certain insurance requirements though an owner controlled
insurance program (or similar program), subject to the review and written approval of Sublessor.
Section 6.2. Unless caused solely by the negligent or intentional acts or omissions of
Sublessor, its officers, employees, agents or independent contractors, as and to the extent
provided under the Texas Tort Claims Act, Sublessee shall defend, indemnify and hold harmless
Sublessor, its officers, employees and agents from any and all claims, obligations, damages, suits,
liability, losses, judgments, costs and expenses (including reasonable attorneys' fees), of whatever
kind or nature, whether for bodily injury, including death, or property damage, arising out of or
incident to Sublessee's possession of and operations and activities on the Subleased Premises.
ARTICLE VII
OPERATIONS OF SUBLESSEE
Section 7.0. The facilities constructed by Sublessee on the Subleased Premises shall be
open to the public, subject only to reasonable rules and regulations for operation of similar types
of facilities.
Section 7.1. Sublessee shall promptly pay all utilities, including, but not limited to,
water, sewer, gas, electric, telephone and cable television, and all ad valorem, sales, and other
federal, state and local taxes assessed against the Subleased Premises and assessed in connection
with the operations and activities of Sublessee thereon. However, if Sublessee deems any tax
imposed against or in connection with the Subleased Premises excessive or illegal, Sublessee
may, if allowed by and in accordance with federal, state or local law, defer payment of such tax
as long as the validity or the amount thereof is contested by Sublessee in good faith.
Section 7.2. The facilities operated under this Sublease shall not be operated in any
manner that would create or maintain a nuisance on the Subleased Premises or to surrounding
areas.
Section 7.3. In addition to the requirements set forth in the Master Lease, Sublessee
agrees that in the event archeological material is encountered during construction, work in such
area shall be temporarily suspended to allow experts to evaluate the discovery, and shall not be
PAGE 5
recommenced prior to -the receipt of written approval by Sublessor. Work on other areas of the
Subleased Premises will not need to be suspended.
Section 7.4. In addition to the requirements set forth in the Master Lease, Sublessee shall
keep the Subleased Premises and facilities thereon maintained, including mowing, garbage
removal, and repairs, in a first class condition in all respects.
Section 7.5. Sublessor hereby represents that it has complied with all federal, state and
local pollution control regulations in the use and operation of the Subleased Premises and
facilities thereon, including the disposal of pesticides, oil, and hazardous or toxic substances.
Sublessor shall cure, and hold harmless Sublessee, to the extent allowed by law, from any
conditions on the Subleased Premises which shall be deemed in violation of any federal, state or
local environmental law or regulation that were caused by Sublessor. Sublessee shall comply with
all federal, state and local pollution control regulations in the operation of the Subleased Premises
and facilities thereon, including the use or disposal of pesticides, oil, and hazardous or toxic
substances. Sublessee agrees to indemnify Sublessor and hold it harmless from any claim,
obligation, liability, loss, damage or expense, of whatever kind or nature, known or unknown,
incurred or imposed or based on any provision of federal, state or local law or regulations or
common law, pertaining to health, safety or environmental protection and arising after the
commencement of the Lease Term out of the use, control or operation by Sublessee of the
Subleased Premises.
Section 7.6. In the event alcoholic beverages are to be possessed, served, sold or stored
on the Subleased Premises, Sublessee shall obtain or have obtained on its behalf, at Sublessee's
sole cost and expense, all necessary federal, state or local permits.
Section 7.7. Sublessee shall have the right to erect such signs as it deems proper and
necessary; provided, however, all signs must (i) comply with the ordinances, rules and regulations
of the City of Grapevine, Texas, (ii) be approved by the appropriate authorities of the City of
Grapevine, Texas and (iii) comply with the Army Corps of Engineer's Sign Standards Manual. A
copy of the relevant portions of said Manual shall be provided to Sublessee upon execution of this
Sublease.
Section 7.8. All equipment, tools and other materials used in connection with the
operation of the Subleased Premises and facilities thereon shall be owned or leased by Sublessee
unless otherwise specifically approved in writing by Sublessor, except for equipment of vendors
or contractors engaged by Sublessee in the ordinary course of business.
Section 7.9. Sublessee shall provide Sublessor with vehicular access to the Subleased
Premises at all times in accordance with the plans for the Project, as approved by Sublessor.
Section 7.10. Sublessee shall have the right to obtain such financing or refinancing as
may be necessary during the Lease Term (as it may be extended pursuant to the terms of Section
2.0 hereof) so long as the terms of this Sublease will not be violated in any respect and provided
that Sublessee shall not cause or allow any liens to be affixed to the Subleased Premises with the
exception of a Deed of Trust, financing statements, or other similar and related instruments which
are filed pursuant to Sublessee's funding arrangements. Sublessor shall timely execute, upon
request, an Estoppel Certificate and a Subordination Agreement as may be required by any of
Sublessee's lenders (individually, a "Lender" and collectively, the "Lenders"), in order to obtain
such financing or refinancing, so long as the terms expressed therein are consistent with the goals
and terms of this Sublease and the Master Lease, and provided that Sublessor has had a
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reasonable period of time to review the terms of such financing or refinancing. Sublessor shall
also use reasonable good faith efforts to obtain a similar agreement from the Lessor under the
Master Lease. Sublessor shall provide one (1) Estoppel Certificate pursuant to this subsection free
of charge, and any other requested Estoppel Certificates will provided for a fee of not more than
one hundred fifty dollars ($150.00). In the event Sublessee shall default on any loan obtained
from a Lender, Sublessee's Lender shall have the right, but not the obligation, to assume
Sublessee's rights and obligations under this Sublease and/or assign such rights and obligations to
a third party, and thereafter Sublessee's Lender shall have the right to assume operation of the
facilities contained on the Subleased Premises (the "Loan Default Option"). In the event
Sublessee's Lender chooses not to exercise the Loan Default Option, then the Sublessor shall
have the right to assume the obligations of Sublessee under said loan.
Section 7.11. The Sublessee shall not discriminate against any person or persons or
exclude from participation in the Sublessee's operations, programs or activities conducted on the
Subleased Premises, because of race, color, religion, sex, age, handicap, national origin or place
of residency. The Sublessee, by acceptance of this Sublease, hereby gives assurance that it will
comply with the provisions of Title VI of the Civil Rights Act of 1964 as amended (42 U.S.C.
2000d); the Age Discrimination Act of 1975 (42 U.S.C. 6102); the Rehabilitation Act of 1973, as
amended (29 U.S.C. 794); and all requirements imposed by or pursuant to the Directive of the
Department of Defense (32 CFR Part 300) issued as Department of Defense Directive 5500.11,
May 21, 1971. This assurance shall be binding on the Sublessee, its agents, successors,
transferees, sublessees and assignees.
Section 7.12. Sublessee shall promptly repair or replace to the satisfaction of Sublessor
any property of Sublessor damaged or destroyed by Sublessee incident to operations or activities
under this Sublease.
ARTICLE VIII
JOINT USE
Section 8.0. Sublessee and Sublessor agree to exercise joint use of the Subleased
Premises in accordance with a separately executed and independent agreement between the
parties.
ARTICLE IX
DESIGN AND CONSTRUCTION
Section 9.0. Sublessee shall submit to Sublessor for approval, which approval shall not
be unreasonably withheld or delayed, a description and design plan all facilities to be constructed
or erected on the Subleased Premises. The final description and design plans, as described herein,
shall be made a part of this Agreement.
Section 9.1. Construction plans for all facilities to be constructed or erected on the
Subleased Premises shall be submitted to Sublessor and the United States Department of the
Army Corps of Engineers Fort Worth District Engineer for approval, which approval shall not be
unreasonably withheld or delayed by Sublessor, prior to construction. No approval of plans and
specifications by the Sublessor shall be construed as representing or implying that improvements
built in accordance therewith shall be free of defects. Any such approvals shall in no event be
construed as representing or guaranteeing that any improvements built in accordance therewith
P AGE
will be designed or built in a good and workmanlike manner. Neither the Sublessor nor its
elected officials, officers, employees, contractors, and/or agents shall be responsible or liable in
damages or otherwise to anyone submitting plans and specifications for approval by the Sublessor
for any defects in any plans or specifications submitted, revised, or approved, any loss or
damages to any person arising out of approval or disapproval or failure to approve or disapprove
any plans or specifications, any loss or damage arising from the noncompliance of such plans or
specifications with any governmental ordinance or regulation, nor any defects in construction
undertaken pursuant to such plans and specifications. Sublessee agrees that all work and
improvements conducted by Sublessee on the Subleased Premises will be done in a good and
workmanlike manner and maintained in good condition. Sublessee shall install and maintain the
improvements provided for in the design plans and shall maintain any and all improvements that
it erects on the Subleased Premises for the term of this Sublease, pursuant to the terms of the
Specifications.
Section 9.2. Sublessee agrees that representatives of Sublessor and the United States
Department of the Army Corps of Engineers shall be included in all planning discussions
throughout the process of designing all facilities to be constructed or erected on the Subleased
Premises.
Section 9.3. Subject to any existing agreements between Sublessor and Sublessee as to
costs of permits, Sublessee shall obtain, at Sublessee's sole cost and expense, all construction and
operating permits and licenses.
Section 9.4. All construction undertaken pursuant to this agreement shall be undertaken
in accordance with any and all restrictions or requirements contained in the United States Army
Corps of Engineers Permit Number. 199800911, and any subsequent amendments ,which permit
and amendments are incorporated herein by reference. Sublessee shall assume full responsibility
for complying with any requirements of the Mitigation Plan approved by the United States Army
Corps of Engineers under Permit Number 199800911. Sublessor shall only be responsible for any
mitigation requirements in the Mitigation Plan which specifically mandate Sublessor's
participation.
Section 9.5. Sublessee shall, as a condition of this Sublease and as required by Permit
Number 199800911, provide Sublessee and the United States Army Corps of Engineers a
complete set of as -built drawings for all of the work conducted under this Sublease and said
Permit within one (1) year after the work is completed.
Section 9.6. Sublessee shall, as a condition of this Sublease and as required by Permit
Number 199800911 , commence construction on the Subleased Premises as required by Permit
Number 199800911. In the event Sublessee fails to commence construction in a timely manner as
required by Permit Number 199800911, Sublessor shall have the right and option to terminate
and cancel this Sublease, unless any delay in the commencement of construction is caused by
Sublessor's or Master Lessor's failure to timely approve items submitted for approval by
Sublessee, at which time the deadline to complete construction shall be extended to account for
such delay.
Section 9.7. Sublessee shall obtain or require from
performance, payment, and maintenance bonds, or similar
programs, in a form acceptable to Sublessor, on any and
Subleased Premises as part of this Agreement.
PAGE 8
each contractor or subcontractor
coverage through other insurance
all work to be conducted on the
ARTICLE X
SUBLEASEAND ASSIGNMENT
Section 10.0. Subject to the approval of the Lessor under the Master Lease, Sublessee
shall have the right to assign or sublet the Subleased Premises, , Sublessee shall provide notice to
Sublessor in writing of its intention to do so.
Notwithstanding the provisions above, this Sublease shall not be assigned in a manner
which purports to release Sublessee of any of its obligations hereunder without the prior approval
of Sublessor and the Fort Worth District Engineer, which approval (in the case of an attempted
assignment) shall not be unreasonably withheld or delayed. Sublessee shall provide Sublessor
with all legal and financial information reasonably deemed necessary by Sublessor concerning the
assignee or new sublessee. Before any assignment or further subletting can be effective, the
assignee or new sublessee shall agree in writing to all of the terms and conditions of this
Sublease. Use by the Sublessee of a separate entity or entities to hold liquor licenses and any
corresponding concession or service agreements will not constitute an assignment requiring
Sublessor's consent. Notwithstanding the foregoing, so long as Sublessee or any affiliate
continues to manage the facilities located on the Leased Premises, no approval of the assignment
of the Sublessee's interests in the Sublease shall be required.
Section 10.1. Sublessee may, from time to time, in its sole discretion and without the
consent of Sublessor, sell or assign its interest in this Agreement to the following: any affiliate of
Sublessee or to any entity which acquires by merger or otherwise all or substantially all of the
assets of Sublessee or its parent company Gayolord Entertainment Company.
As used herein, the term "Entity" means any person, corporation, partnership (general or
limited), joint venture, limited liability company, association, joint stock company, trust or other
business entity or organization. The term "Affiliate" means with respect to any Entity, an Entity
that directly or indirectly controls, is controlled by, or is under common control with such Entity,
whether by contract or otherwise, including, without limitation, any Entity that directly or
indirectly owns, controls or holds with power to vote ten percent (10%) or more of the
outstanding voting securities or other voting ownership interests of such Entity, or any Entity ten
percent (10%) or more of whose outstanding voting securities or other voting ownership interests
are directly or indirectly owned, controlled, or held with power to vote by such Entity.
Upon any sale or assignment of Sublessee's interest in this Agreement, Sublessee will
provide written notification of said sale or assignment to Sublessor within five (5) days of the
execution of the sale or assignment.
Section 10.2. This Sublease shall be binding on and inure to the benefit of the parties and
their respective successors and assigns except as otherwise expressly provided in this Sublease.
Before any sale or assignment can be effective, the assignee or purchaser shall agree in writing to
PAGE 9
all of the terms and conditions of this Agreement.
ARTICLE XI
DEFAULT
Section 11.0. Sublessor may terminate this Sublease upon the occurrence of any one, or
more, of the following events:
a. the failure of Sublessee to pay any installment of rent, or other charge or money
obligation required by this Sublease, within ten (10) business days after written
notice is received by Sublessee;
b. the failure of Sublessee to cure any other default under this Sublease within thirty
(30) days, or such longer period of time as is reasonably necessary, after written
notice of such default is received by Sublessee;
c. the making by Sublessee of an assignment for the benefit of its creditors;
d. the levying on or against the property of Sublessee used in connection with the
operations on the Subleased Premises of a writ of execution or attachment that is not
released or discharged within ninety (90) days, or such longer period of time as is
reasonably necessary;
e. the institution in a court of competent jurisdiction of proceedings for the
reorganization, liquidation, or involuntary dissolution of Sublessee, or for its
adjudication as a bankrupt or insolvent, or for the appointment of a receiver of the
property of Sublessee used in connection with the operations on the Subleased
Premises, provided that the proceedings are not dismissed, and any receiver,
trustee, or liquidator appointed therein is not discharged within ninety (90) days after
the institution of said proceedings or such period of time as is reasonably necessary;
or
f. the doing or permitting to be done by Sublessee of any act which creates a
mechanics' lien or claim against the land or any structure or building of which the
Subleased Premised are a part which is not released or otherwise provided for by
indemnification reasonably satisfactory to Sublessor within thirty (30) days after
written notice from Sublessor to Sublessee.
Section 11.1. Upon any default by Sublessee under the terms and provisions of this
Sublease, Sublessor shall provide written notice (in addition to any notice required under a -f
above) notifying Sublessee of the intent of Sublessor to terminate this Sublease, and an additional
45 days to cure such default, after which, if no cure is effectuated or commenced by Sublessee,
Sublessor may, without prejudice to any other remedy which it may have for possession or
arrearages, and subject to the rights of the lender under Section 7.11, enter upon and take
possession of the Subleased Premises by any legal and reasonable means necessary, without
PAGE 1 0
being liable for any claim for damages. Notwithstanding any termination by Sublessor, the
liability of Sublessee for the rents and charges due under this Sublease or the indemnification by
Sublessee as contained in Sections 4.1 and 6.2, shall not be relinquished, diminished, or
extinguished. Any property belonging to Sublessee or to any persons holding by, through, or
under Sublessee, may be removed and stored in any public warehouse at the cost of and for the
account of Sublessee. If Sublessee should abandon, vacate, or surrender the Subleased Premises
or be dispossessed by process of law, any personal property left on the Subleased Premises may
be deemed abandoned after a reasonable period of time not to exceed 30 days, at the option of
Sublessor.
Section 11.2. Subject to the terms of Section 11.4, in the event of any default by
Sublessee which has not been cured by Sublessee within the applicable cure period, Sublessor
may immediately or at any time thereafter, without notice to Sublessee, cure the default for the
account and at the expense of Sublessee. If Sublessor at any time, by reason of the default, is
compelled to pay, or elects to pay, any sum of money or do any act which will require the
payment of any sum of money, or is compelled to incur any expense, including reasonable
attorney's fees, in instituting or prosecuting any action or proceeding to enforce Sublessor's rights
under this Sublease, the sums so paid by Sublessor, with interest thereon at the maximum rate
allowed by law per annum from the date of payment, shall be deemed to be additional rent and
shall be due from Sublessee to Sublessor on the first day of the month following the payment of
the respective sums or expense.
Section 11.3. Should Sublessor be in default under the terms of this Sublease, Sublessor
shall have thirty (30) days after Sublessor receives written notice of such default, or such longer
period of time as is reasonably necessary, to cure the same. If Sublessor does not cure its default
within the applicable cure period stated herein, Sublessee may cure such default and, provided
(and to the extent) that such default was not caused by any action or inaction on the part of
Sublessee, Sublessee may demand reimbursement from Sublessor for the reasonable costs and
expenses incurred by Sublessee in curing such default. Sublessor shall reimburse Sublessee
within ten (10) days thereafter or such other period of time as is reasonably necessary. Further, at
Sublessee's option (and in addition to any other rights or remedies Sublessee may have) Sublessee
may deduct any amounts advanced by Sublessee as provided above from all subsequent amounts
payable by Sublessee to Sublessor, including payment of rent as hereinbefore provided, in lieu of
seeking reimbursement from Sublessor.
Section 11.4. If a Lender shall have given prior notice to Sublessor that it has entered
into a loan with Sublessee pursuant to Section 7.11 hereof, and such notice includes the address
of that Lender, then Sublessor shall give to said Lender notice simultaneously with any notice
given to Sublessee to correct any default of Sublessee hereunder. The Lender shall have the right,
but not the obligation, within thirty (30) days after receipt of said notice, to correct or remedy
such default before Sublessor may take any action under this Sublease by reason of such default.
Any notice of default given Sublessee shall be null and void unless simultaneous notice has been
given to said Lender.
Section 11.5. All rights and remedies of the parties enumerated in this Sublease shall be
cumulative and shall not exclude any other right or remedy allowed by law. These rights and
remedies may be exercised and enforced concurrently, whenever and as often as necessary.
ARTICLE XII
PAGE 1 1
RELINQUISHMENT
Section 12.0. Sublessor shall not relinquish the Master Lease, as it relates to the
Subleased Premises, without the prior written approval of Sublessee.
ARTICLE XIII
NOTICES
Section 13.0. Unless otherwise provided in this Sublease, any notice, tender or delivery
to be given by either party to the other may be effected by personal delivery in writing or by mail.
If notice is to be delivered by mail, such notice shall be deemed received when the same is
deposited in an official United States Post Office box, postage prepaid, return receipt requested,
registered or certified mail. Notices shall be delivered to the following addresses unless ten (10)
days prior written notice of a change of address is given:
TO SUBLESSOR:
City Manager
City of Grapevine
P.O. Box 95104
Grapevine, Texas 76099
WITH A COPY TO:
John F. Boyle, Jr., Esq.
Boyle & Lowry, L.L.P.
4201 Wingren, Suite 108
Irving, Texas 75062-2763
and
The United States Department of the Army
Corps of Engineers
P.O. Box 17300
Fort Worth, Texas 76102
Attention: CESWF-RE-MM
TO SUBLESSEE:
Opryland Hotel- Texas Limited Partnership
C/o Gaylord Entertainment Company
One Gaylord Drive
Nashville, TN 37214
Attn: Hospitality Grou- President
PAGE 1 2
Fax No.: (615)316-6801
WITH A COPY TO:
1.14i7:w:IT1171it
Sherrard & Roe, PLC
424 Church Street, Suite 2000
Nashville, TN 37219
Fax No.: (615)742-4539
ARTICLE XIV
MISCELLANEOUS PROVISIONS
Section 14.0. In case any one or more of the provisions contained in this Sublease shall
for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision and this Sublease shall be
construed as if such invalid, illegal or unenforceable provision had never been included.
Section 14.1. This Sublease shall be enforceable in Tarrant County, Texas, and if legal
action is necessary by either party with respect to the enforcement of any or all terms or
conditions of this Sublease, venue for the same shall lie exclusively in Tarrant County, Texas.
Section 14.2. This Sublease constitutes the sole agreement of the parties and supersedes
any prior understandings or written or oral agreements between the parties respecting this subject
matter.
Section 14.3. This Sublease and all other copies of this Sublease, insofar as they relate to
the rights, duties, and remedies of the parties, shall be deemed to be one agreement. This Sublease
may be executed concurrently in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
Section 14.4. Upon execution hereof, Sublessor shall request an Estoppel Certificate, in
form and substance reasonably satisfactory to Sublessee, from the Master Lessor, certifying: (i)
that the Master Lease is unmodified and in full force and effect (or, if there have been
modifications, that the Master Lease is in full force and effect,- as modified, and setting forth the
modifications), (ii) the date up to which rent and all other charges, if any, have been paid by
Sublessor, (iii) that Sublessor will not violate any provision of the Master Lease by entering into
this Sublease with Sublessee ,(iv) whether or not there is any existing default by Sublessor under
the Master Lease and specifying any such breach or default known to Master Lessor, and (v) the
agreement of the Master Lessor to accept cure of a default under the Master Lease from
Sublessee, its lender, and their respective successors and assigns. In addition to all other
representations and warranties herein contained, Sublessor hereby represents and warrants to
Sublessee that as of the date hereof: (i) the Master Lease is in full force and effect, has not been
amended or modified in any respect except as stated in the estoppel certificate, and shall not be
amended or modified in the future without the consent of Sublessee, which consent shall not be
PAGE 1 3
unreasonably withheld or delayed, (ii) all rents and other amounts (including additional rents and
other charges), if any, reserved and required under the Master Lease have been paid to the extent
they were payable prior to the date hereof, (iii) Sublessor is not in default under the Master Lease
and there is no existing default by Master Lessor under the Master Lease, (iv) Sublessor has not
received written notice and has no actual knowledge of any written notice having been given that
the Subleased Premises or any portion thereof are in violation of any applicable laws, rules or
ordinances, (v) Sublessor has not received any notice of any condemnation or similar
proceedings affecting the Subleased Premises and (vi) Sublessor has no actual knowledge of any
substances that might be deemed environmentally hazardous, being located in or on the Subleased
Premises, (vii) the assignment of the Sublease to SUBLESSEE does not and would not constitute
a default under its Master Lease; (viii) no facilities constructed in the Subleased premises violate
the building set -back requirements set forth in paragraph 24 of the Master Lease. Sublessor and
Master Lessor acknowledge and agree that, as of the date hereof, no improvements have been
constructed on the Subleased Premises, and that this does not constitute a default or a pending
default under either this Sublease or the Master Lease
Section 14.5. Sublessor shall immediately upon execution hereof deliver to Sublessee a
Non -Disturbance Agreement executed by Master Lessor in a form as set forth in the attached
Exhibit E.
Section 14.6. Each party represents and warrants to the other party that the representing
party has full power and authority to enter into this Sublease, and that upon execution hereof by
the person signing this Sublease on behalf of such representing party, this Sublease shall be
binding on and fully enforceable against such representing party and each party's respective
successors or assigns.
Section 14.7. This Sublessee shall comply with all Occupational Safety and Health Act
(OSHA) Standards and any other federal, state or local rules and regulations applicable to
construction and/or maintenance activities in the State of Texas.
Sublessor's safety personnel or any supervisor may, but are not required to, order that the work be
stopped if a condition of immediate danger is found to exist. Nothing contained herein shall be
construed to shift responsibility or risk of loss for injuries or damage sustained as a result of a
violation of this Section from the Sublessee to the Sublessor. The Sublessee shall remain solely
and exclusively responsible for compliance with all safety requirements and for the safety of all
persons and property at the project site.
The parties hereto expressly agree that the obligation to comply with applicable safety provisions
is a material provision of this Sublease and a duty of Sublessee. Sublessor reserves the right to
require demonstration of compliance with the safety provisions of this Sublease upon reasonable
request. In the event Sublessee is unable to demonstrate compliance with the safety provisions of
this Sublease, the parties agree that such failure is deemed to be a material breach of this Sublease
and the Sublessee agrees that upon such breach, all work pursuant to this Sublease shall terminate
until demonstration to Sublessor that the safety provisions of this Sublease have been complied
with. In no event shall action or failure to act on the part of the Sublessor be construed as a duty
to enforce the safety provisions of this Sublease nor shall it be construed to create liability for
Sublessor for any act or failure to act in respect to the safety provisions of this Sublease.
Section 14.8. Sublessee shall be responsible for the safety equipment to be used by its
employees and/or all of its subcontractors working on Subleased Premises. This equipment will
PAGE 14
include, but may not be limited to, hard hats, safety belts or harnesses, eye, face, hand, ear or
hearing protection. Sport or athletic type shoes are not considered suitable work shoes on any
construction site.
Section 14.9. Sublessor and Sublessee agree that this Sublease is subject to the review
and approval of the United States Army Corps of Engineers. As such, Sublessor and Sublessee, as
part of the execution of this Sublease, agree that this Sublease shall be amended to reflect any
reasonable change or amendment which is mandated by the United States Army Corps of
Engineers. Provided, however, that in the event of a material change to this Sublease mandated by
the United States Army Corps of Engineers, as determined by either Sublessor or Sublessee,
either Sublessor or Sublessee shall have the right to terminate this Sublease upon written notice to
the other party, and the parties shall have no further rights or obligations with respect to the
Sublease. The parries acknowledge and agree that this Sublease shall not be deemed effective
until approved in writing by the Fort Worth District Engineer, which approval shall not be
unreasonably withheld.
Section 14.10. The parties acknowledge and agree that in the event Sublessee is unable to
obtain the financing described in Article VII, Section 7.11 hereof, Sublessee shall have the right
to terminate this Sublease, without penalty, by written notice to Sublessor, whereupon this
Sublease shall be deemed null and void.
Section 14.11. This Sublease shall be governed by and construed in accordance with
the laws of the State of Texas and applicable federal law.
Executed this
ATTEST:
day of )2000.
Linda Huff
City Secretary
APPROVED AS TO FORM:
By:
City Attorney
PAGE 1 5
SUBLESSOR:
CITY OF GRAPEVINE, TEXAS,
William D. Tate
Mayor
SUBLESSEE:
Opryland Hotel- Texas
Limited Partnership
President
O:\STAN\GAYLORD\AGREEMNTIHOTEL_SUBLEASE
PAGE 1 6
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VEHICULAR AND PEDESTRIAN
INGRESS -EGRESS, PARKING AND ACCESS EASEMENT
THE STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TARRANT §
CITY OF GRAPEVINE §
That OPRYLAND HOTEL -TEXAS LIMITED PARTNERSHIP, hereinafter
called "Grantor," whether one or more, for and in consideration of TEN AND NO/100
DOLLARS ($10.00) and other valuable consideration to Grantor in hand paid by the
City of Grapevine, Texas, a Texas body politic and home -rule City, hereinafter referred
to as "Grantee," has granted, sold and conveyed and by these presents does grant, sell
and convey unto said Grantee, its successors and assigns, an Easement for pedestrian
and vehicular parking, travel, and ingress and egress, over, across and upon all that
certain tract of land located in Tarrant County, Texas, more particularly described as
follows:
All that certain parcel of land, lying and being situated in the County of
Tarrant, State of Texas, more particularly shown in Exhibit "A" and described
in Exhibit "B" (hereinafter the "Easement") attached hereto and made a part
hereof for all purposes to which reference is here made for a more particular
description of said Easement.
Said Easement shall be for use by the public, Grantee, its successors, assigns
and their contractors, licensees, agents, employees, representatives, tenants,
principals, officers, shareholder, partners, invitees, successors and assigns.
TO HAVE AND TO HOLD the above described Easement unto the said Grantee,
its successors and assigns, and Grantor hereby binds itself, its successors, assigns, and
legal representatives, to warrant and forever defend the above described Easement
unto Grantee, its successors and assigns, against every person whomsoever lawfully
claiming or to claim the same or any part thereof.
The Easements, covenants, rights, benefits, duties, liabilities and obligations
created hereunder shall run with the land, shall burden the Easement tract described
above, shall benefit the property described on Exhibit "C", attached and hereby
incorporated, and shall be binding upon Grantor and its legal representatives, tenants
employees, successors and assigns.
Grantor hereby represents and warrants to Grantee and to subsequent owners
of the property described on Exhibit "C" that the Easement tract described above is free
and clear of all liens.
Easement- Page 1
05/11/00 THU 16:17 FAX 214 638 0447 C & B DALLAS
EXHIBIT B
FIELD NOTE DESCRIPTION
TRACT B
BEING A 6.583 ACRE TRACT OF LAND SITUATED IN THE G.F.MARTIN SURVEY,
ABSTRACT NO. 1003 AND THE A.F. LEONARD SURVEY, ABSTRACT NO. 946,
TARRANT COUNTY, TEXAS AND BEING A PORTION OF THAT CERTAIN 52.254
ACRE TRACT OF LAND DESCRIBED IN DEED TO OPRYLAND HOTEL -TEXAS
LIMITED PARTNERSHIP AS RECORDED IN VOLUME 14063, PAGE 460 OF THE
DEED RECORDS OF TARRANT COUNTY, TEXAS AND A PORTION OF THE
UNITED STATES OF AMERICA CORPS OF ENGINEERS TRACT NO. A -2A
DESCRIBED IN CAUSE NO. 1461 OF THE DISTRICT COURT RECORDS OF
TARRANT COUNTY, TEXAS. BEARING BASIS IS NAD 83 GRID ZONE 4202. SAID
6.583 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND
BOUNDS AS FOLLOWS:
COMMENCING AT A 5/8 INCH IRON ROD FOUND MARKING THE SOUTH CORNER
OF SAID 52.254 ACRE TRACT IN THE CENTERLINE OF A PUBLIC ROAD, FROM
SAID POINT A CORPS OF ENGINEERS MONUMENT NO. A-45 - 1963 FOUND
MARKING THE EAST CORNER OF SAID 52.254 ACRE TRACT BEARS N 28031'09"
E, A DISTANCE OF 1759.47 FEET;
THENCE N 28031'09" E, WITH THE SOUTHEAST OF SAID 52.254 ACRE TRACT,
COMMON WITH A NORTHWEST LINE OF SAID CORPS OF ENGINEERS TRACT
NO. A -2A, A DISTANCE OF 370.11 FEET TO THE POINT OF BEGINNING;
THENCE OVER AND ACROSS SAID 52.254 ACRE TRACT THE FOLLOWING
THREE CALLS:
N 42"30'00"W, A DISTANCE OF 729.95 FEET TO A POINT FOR CORNER;
N 47030'00" E, A DISTANCE OF 372.96 FEET TO A POINT FOR CORNER;
THENCE S 42030'00" E, AT 601.66 FEET PASS THE SOUTHEAST LINE OF SAID
52.254 ACRE TRACT, COMMON WITH A NORTHWESTERLY LINE OF SAID CORPS
OF ENGINEERS TRACT NO. A -2A, A TOTAL DISTANCE OF 768.81 FEET A POINT
FOR CORNER;
THENCE OVER AND ACROSS SAID CORPS OF ENGINEERS TRACT NO. A -2A THE
FOLLOWING TWO CALLS:
S 47030'00"W, A DISTANCE OF 372.96 FEET A POINT FOR CORNER;
PAGE 1 OF 2
I:\,SUR\99220901\�S\20SEX l OB. FNS
May 11, 2000
Q008
05/11/00 TIIU 16:18 FAX 214 638 0447 C & B DALLAS 1
4U09
N 42°30'00" W, A DISTANCE OF 38.86 FEET THE POINT OF BEGINNING, AND
CONTAINING 6.583 ACRES OF LAND, MORE OR LESS.
NAGE 2 OF 2
1;\SUR\98220901\FNS\208EX I0B.FNS
May 11, 2000
05/11/00 THU 16:18 FAX 214 638 0447 G & 6 DALLAS "..I ulv
FIELD NOTE DESCRIPTION
TRACT C
BEING A 2.446 ACRE TRACT OF LAND SITUATED IN THE SAMUEL FREEMAN
SURVEY, ABSTRACT NO. 526, CITY OF GRAPVINE, TARRANT COUNTY, TEXAS
AND BEING A PORTION OF THAT CERTAIN 52.254 ACRE TRACT OF LAND
DESCRIBED IN DEED TO OPRYLAND HOTEL -TEXAS LIMITED PARTNERSHIPAS
RECORDED IN VOLUME 14063, PAGE 460 OF THE DEED RECORDS OF TARRANT
COUNTY, TEXAS. BEARING BASIS IS NAD 83 GRID ZONE 4202. SAID 2.446 ACRE
TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS
FOLLOWS:
COMMENCING AT A 5/8 INCH IRON ROD FOUND IN THE WEST LINE OF SAID
52.254 ACRE TRACT, SAID POINT BEARS N 03°37'40" E, A DISTANCE OF 1435.20
FEET FROM A 5/8 INCH IRON ROD FOUND MARKING THE SOUTHWEST CORNER
OF SAID 52.254 ACRE TRACT;
THENCE S 03037'40"W, WITH SAID WEST LINE, A DISTANCE OF 216.59 FEET TO
A POINT;
THENCE S 86022'20"E, DEPARTING SAID WEST LINE, OVER AND ACROSS SAID
52.254 ACRE TRACT, A DISTANCE OF 34.72 FEET TO THE POINT OF BEGINNING;
THENCE OVER AND ACROSS SAID 52.254 ACRE TRACT THE FOLLOWING FOUR
CALLS:
S 87029'49" E, A DISTANCE OF 240.00 FEET TO A POINT FOR CORNER;
S 02030'09" W, A DISTANCE OF 444.00 FEET TO A POINT FOR CORNER;
N 87029'49" W, A DISTANCE OF 240.00 FEET TO A POINT FOR CORNER;
N 02030'09" E, A DISTANCE OF 444.00 FEET TO THE POINT OF BEGINNING AND
CONTAINING 2.446 ACRES OF LAND, MORE OR LESS.
PAGE 1 OF 1
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oPRYLAND TEXAS
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VEHICULAR, PEDESTRIAN AND UTILITY
INGRESS-EGRESS AND ACCESS EASEMENT
THE STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TARRANT §
CITY OF GRAPEVINE §
That OPRYLAND HOTEL-TEXAS LIMITED PARTNERSHIP, hereinafter
called "Grantor," whether one or more, for and in consideration of TEN AND NO/100
DOLLARS ($10.00) and other valuable consideration to Grantor in hand paid by the
City of Grapevine,Texas, a Texas body politic and home-rule City, hereinafter referred
to as "Grantee," has granted, sold and conveyed and by these presents does grant, sell
and convey unto said Grantee, its successors and assigns, an Easement for pedestrian
and vehicular travel and ingress and egress, utilities and drainage, including an
easement for a public access-way for travel and ingress and egress, over, across and
upon all that certain tract of land located in Tarrant County, Texas, more particularly
described as follows:
All that certain parcel of land, lying and being situated in the County of
Tarrant, State of Texas, more particularly shown in Exhibit "A" and described
L in Exhibit "B" (hereinafter the "Easement") attached hereto and made a part
hereof for all purposes to which reference is here made for a more particular
description of said Easement.
Grantee shall have the right to construct, reconstruction, maintain and repair
an access-way, drainage facilities, utility improvements and ancillary improvements,
within the Easement, including without limitation the right to erect, construct,
maintain, repair, grade, pave, improve with rock, gravel, asphalt, concrete or similar
material, and to clear trees and brush in order to establish and maintain such access-
way,related sidewalks,utilities, drainage improvements, and ancillary improvements.
Said Easement shall be for use by the public, Grantee, its successors, assigns
and their contractors, licensees, agents, employees, representatives, tenants,
principals, officers, shareholder, partners, invitees, successors and assigns.
TO HAVE AND TO HOLD the above described Easement unto the said Grantee,
its successors and assigns, and Grantor hereby binds itself, its successors, assigns, and
legal representatives, to warrant and forever defend the above described Easement
unto Grantee, its successors and assigns, against every person whomsoever lawfully
claiming or to claim the same or any part thereof.
(11110"
Easement-Page 1
The Easements, covenants, rights, benefits, duties, liabilities and obligations
created hereunder shall run with the land, shall burden the Easement tract described
above, shall benefit the property described on Exhibit "C", attached and hereby
incorporated, and shall be binding upon Grantor and its legal representatives, tenants
employees, successors and assigns.
Grantor hereby represents and warrants to Grantee and to subsequent owners
of the property described on Exhibit"C"that the Easement tract described above is free
and clear of all liens.
Nothing in this Easement agreement shall be construed to make the Grantee
and the Grantor partners or joint venturers or render any of such persons or entities
liable for the debts and obligations of the other such persons or entities.
EXECUTED this day of , A.D. 2000.
GRANTOR GRANTEE
Opryland Hotel- Texas CITY OF GRAPEVINE, TEXAS
Limited Partnership
By: By:
William D. Tate, Mayor
President
ATTEST:
By:
Linda Huff, City Secretary
APPROVED AS TO FORM:
By:
City Attorney
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Easement-Page 2
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4.481 ACRES NET \
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EXHIBIT A
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BEARING BASIS IS NAD 83 GRID ZONE 4202
GATE: 5-11-00
EXHIBIT
mir
C Cuter"BurgyVess
SCALE. 1'•300' TRACT A, TRACT B & TRACT C
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CuT OF T7--c
DRAWN BY: A-1003, A-946 & A-526
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CARTER L BURGESS, INC.
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C"ECKEO BY: YAM CITY OF CRANE. TARRA47 COUNTY, TEXAS
m•. ai.-n.a
05/11/00 TIIU 16:15 FAX 214 638 0447 C & B DALLAS
EXHIBIT B
FIELD NOTE DESCRIPTION
TRACT A
BEING A 7.729 ACRE TRACT OF AND IN THE G.F. MARTIN SURVEY, ABSTRACT
N0. 1003, AND THE SAMUEL
T COUNTYMTEXAS AND BEING OCI
TY
OF GRAPEVINE, TARRANT PORTION OF A TACTOF
LAND DESCRIBED IN DEED TO OPRYLAND HOTEL -TEXAS LIMITED
PARTNERSHIP (HEREIN AFTER REFERRED TO AS THE OPRYLAND TRACT)
RECORDED IN VOLUME 14063, PAGE 460 OF THE DEED RECORDS OF
TARRANT COUNTY, TEXAS(D.R.T.C.T.), AND A PORTION OF THE UNITED
STATES OF AMERICA CORPS OF ENGINEERS TRACT NO. A -2A DESCRIBED IN
CAUSE NO. 1461 OF THE DISTRICT COURT RECORDS OF TARRANT COUNTY,
TEXAS. BASIMORE PARTICULARLY IDESCRIBED 4202. BY I
D 7.729 ACRE
TRACT BEINGSING BY MET SAND BOUNDS AS
FOLLOWS:
COMMENCING AT A CORPS OF ENGINEERS MONUMENT WITH BRASS CAP
STAMPED "A 45.1963" FOUND AT THE MOST EASTERLY CORNER OF SAID
OPRYLAND TRACT AND AT AN INTERIOR ELL CORNER OF SAID TRACT NO. A -
2A;
THENCE S 28°31'09" W, WITH THE MOST EASTERLY LINE OF SAID OPRYLAND
TRACT A DISTANCE OF 284.32 FEET TO THE POINT OF BEGINNING;
THENCE S 28031'09" W, CONTINUING WITH SAID EASTERLY LINE A DISTANCE
OF 279.03 FEET TO A POINT;
THENCE LEAVING SAID EASTERLY LINE OVER AND ACROSS SAID OPRYLAND
TRACT THE FOLLOWING TWENTY EIGHT (28) COURSES AND DISTANCES;
ALONG A NON -TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF
1034.50 FEET, A DELTA ANGLE OF 14°40'52", A LONG CHORD THAT
BEARS N 14028'37" E A DISTANCE OF 264.35 FEET, AN ARC DISTANCE OF
265.07 FEET TO A POINT;
ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 232.69 FEET, A
DELTA ANGLE OF 25056'13", A LONG CHORD THAT BEARS N 08024'49" E A
DISTANCE OF 104.44 FEET, AN ARC DISTANCE OF 105.33 FEET TO A
POINT;
PAGE 1 OF 6
I:\.S UR\.48220901 \FNS\209EX10A. FN S
May 11. 2000
Q002
05/11/00 TIIU 16:16 FAX 214 638 0447 C & B DALLAS
ALONG A REVERSE CURVE TO THE RIGHT HAVING A RADIUS OF 3364.54
FEET, A DELTA ANGLE OF 01 °12'55", A LONG CHORD THAT BEARS
N 3056'50" W A DISTANCE OF 71.36 FEET, AN ARC DISTANCE OF 71.36
FEET TO A POINT;
ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 1074.27 FEET, A
DELTA ANGLE OF 37007'57", A LONG CHORD THAT BEARS N 24°26'49" W A
DISTANCE OF 684.10 FEET, AND PASSING AT AN ARC DISTANCE OF
500.81 THE MOST WESTERLY NORTH LINE OF SAID OPRYLAND TRACT
AND AN INTERIOR LINE OF SAID TRACT NO. A -2A AND CONTINUING OVER
AND ACROSS SAID TRACT NO. A -2A A FOR A TOTAL ARC DISTANCE OF
696.22 FEET TO A POINT;
ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 386.37 FEET, A
DELTA ANGLE OF 84046'33", A LONG CHORD THAT BEARS N 06°56'26" W A
DISTANCE OF 520.95 FEET, AND PASSING AT AN ARC DISTANCE OF
173.37 A WESTERLY LINE OF SAID OPRYLAND TRACT COMMON WITH
AND INTERIOR LINE OF SAID TRACT NO. A -2A AND CONTINUING OVER
AND ACROSS SAID OPRYLAND TRACT FOR A TOTAL ARC DISTANCE OF
571.69 FEET TO A POINT;
ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 135.50 FEET, A
DELTA ANGLE OF 205022'34", A LONG CHORD THAT BEARS N 66032'39" W
A DISTANCE OF 264.38 FEET, AN ARC DISTANCE OF 485.70 FEET TO A
POINT;
S 10046'04"W, A DISTANCE OF 48.68 FEET A POINT;
ALONG A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 476.00
FEET, A DELTA ANGLE OF 49'28'14", A LONG CHORD THAT BEARS
S 13058'03" E A DISTANCE OF 398.34 FEET, AN ARC DISTANCE OF 410.99
FEET TO A POINT;
ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 546.45 FEET, A
DELTA ANGLE OF 57°05'28", A LONG CHORD THAT BEARS S 08044'31" E A
DISTANCE OF 522.25 FEET, AN ARC DISTANCE OF 544.50 FEET TO A
POINT;
PAGE 2 OF e
I:GSUR\98220901 \FNS\209EX10A FNS
May 11. 2000
10 UO3
05/11/00 THU 16:16 FAX 214 638 0447 C & B DALLAS
ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 139.50 FEET, A
DELTA ANGLE OF 06015'34", A LONG CHORD THAT BEARS S 21042'12" W A
DISTANCE OF 15.23 FEET, AN ARC DISTANCE OF 15.24 FEET TO A POINT;
ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 3.50 FEET, A DELTA
ANGLE OF 88047'52", A LONG CHORD THAT BEARS S 19°33'57" E A
DISTANCE OF 4.90 FEET, AN ARC DISTANCE OF 5.42 FEET TO A POINT;
S 63057'53" E, A DISTANCE OF 14.53 FEET A POINT;
ALONG A NON -TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF
157.50 FEET, A DELTA ANGLE OF 40°09'09", A LONG CHORD THAT BEARS
S 46017'36"W A DISTANCE OF 108.13 FEET, AN ARC DISTANCE OF 110.37
FEET TO A POINT;
N 23026'55" W, A DISTANCE OF 14.53 FEET A POINT;
ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 3.50 FEET, A DELTA
ANGLE OF 45°00'58", A LONG CHORD THAT BEARS N 45°57'23" W A
DISTANCE OF 2.68 FEET, AN ARC DISTANCE OF 2.75 FEET TO
ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 3.50 FEET, A DELTA
ANGLE OF 43046'55", A LONG CHORD THAT BEARS S 89°38'40" W A
DISTANCE OF 2.61 FEET, AN ARC DISTANCE OF 2.67 FEET TO A POINT;
ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 109.78 FEET, A
DELTA ANGLE OF 17038'01", A LONG CHORD THAT BEARS S 75022'40" W A
DISTANCE OF 33.65 FEET, AN ARC DISTANCE OF 33.79 FEET TO
N 87°30'00" W, A DISTANCE OF 86.91 FEET
ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 19.50 FEET, A
DELTA ANGLE OF 24°39'09", A LONG CHORD THAT BEARS N 75010'25" W A
DISTANCE OF 8.33 FEET, AN ARC DISTANCE OF 8.39 FEET TO A POINT;
ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 182.79 FEET, A
DELTA ANGLE OF 86°00'34", A LONG CHORD THAT BEARS N 19029'37" W A
DISTANCE OF 249.34 FEET, AN ARC DISTANCE OF 274.39 FEET TO A
POINT;
PAGE 3 OF 8
I:\.SUR\88220901 \FNS\209EX10A.FNS
May 11, 2000
Q004
05/11/00 THU 16:16 FAX 214 638 0447 C & B DALLAS
ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 716.00 FEET, A
DELTA ANGLE OF 27°37'51", A LONG CHORD THAT BEARS N 06°07'09" E A
DISTANCE OF 341.95 FEET, AN ARC DISTANCE OF 345.29 FEET TO A
POINT;
N 07041'47" W, A DISTANCE OF 67.89 FEET A POINT;
ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 797.99 FEET, A
DELTA ANGLE OF 17056'22", A LONG CHORD THAT BEARS N 01 °54'41" E A
DISTANCE OF 248.83 FEET, AN ARC DISTANCE OF 249.85 FEET TO A
POINT;
N 10046'04" E, A DISTANCE OF 160.65 FEET A POINT;
ALONG A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 194.50
FEET, A DELTA ANGLE OF 205°22'34", A LONG CHORD THAT BEARS
S 66032'39" E A DISTANCE OF 379.50 FEET, AN ARC DISTANCE OF 697.18
FEET TO A POINT;
ALONG A REVERSE CURVE TO THE LEFT HAVING A RADIUS OF 320.50
FEET, A DELTA ANGLE OF 81-08'38", A LONG CHORD THAT BEARS
S 04025'41" E A DISTANCE OF 416.91 FEET, AN ARC DISTANCE OF 453.90
FEET TO A POINT;
ALONG A REVERSE CURVE TO THE RIGHT HAVING A RADIUS OF 1129.50
FEET, A DELTA ANGLE OF 45°43'09", A LONG CHORD THAT BEARS
S 22008'25" E A DISTANCE OF 877.56 FEET, AN ARC DISTANCE OF 901.29
FEET TO A POINT;
ALONG A COMPOUND CURVE TO THE RIGHT HAVING A RADIUS OF 279.50
FEET, A DELTA ANGLE OF 12°48'24", A LONG CHORD THAT BEARS
S 07007'21"W A DISTANCE OF 62.34 FEET, AN ARC DISTANCE OF 62.47
FEET TO THE POINT OF BEGINNING, AND CONTAINING 7.729 ACRES OF
LAND, MORE OR LESS. SAVE AND EXCEPT A 3.248 ACRE TRACT OUT OF
THE HERETOFORE DESCRIBED 7.729 ACRE TRACT, SAID 3.248 ACRE
TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND
BOUNDS AS FOLLOWS:
PAGE 4 OF 6
1: \SUR\98 2 20901 \FNS \209 EX 10 P. F N S
May 11, 2000
U005
05/11/00 THU 16:17 FAX 214 638 0447 C & B DALLAS
COMMENCING AT A CORPS OF ENGINEERS MONUMENT WITH BRASS CAP
STAMPED "A 54 1963" FOUND AT THE NORTHWEST ELL CORNER OF SAID
OPRYLAND TRACT AND AT SOUTHWESTERLY CORNER OF SAID TRACT NO. A -
2A AS;
THENCE LEAVING SAID CORNER OVER AND ACROSS SAID OPRYLAND TRACT
THE FOLLOWING FIFTEEN (15) COURSES AND DISTANCE:
N 31 °42'05" E, A DISTANCE OF 88.45 FEET TO THE POINT OF BEGINNING;
S 79013'56" E, A DISTANCE OF 11.00 FEET TO A POINT;
S 10046'04" W, A DISTANCE OF 48.68 FEET TO A POINT;
ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 500.00 FEET, A
DELTA ANGLE OF 40°18'16", A LONG CHORD THAT BEARS S 09°23'04" E A
DISTANCE OF 344.52 FEET, AN ARC DISTANCE OF 351.72 FEET TO A
POINT;
ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 500.00 FEET, A
DELTA ANGLE OF 07025'39", A LONG CHORD THAT BEARS S 33015'02" E A
DISTANCE OF 64.77 FEET, AN ARC DISTANCE OF 64.82 FEET TO A POINT;
ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 478.46 FEET, A
DELTA ANGLE OF 63056'31", A LONG CHORD THAT BEARS S 08°20'36" E A
DISTANCE OF 506.68 FEET, AN ARC DISTANCE OF 533.96 FEET TO A
POINT;
ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 80.50 FEET, A
DELTA ANGLE OF 68045'01", A LONG CHORD THAT BEARS S 58007'30" W A
DISTANCE OF 90.90 FEET, AN ARC DISTANCE OF 96.59 FEET TO A POINT;
N 87030'00" W, A DISTANCE OF 79.98 FEET TO A POINT;
ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 80.50 FEET, A
DELTA ANGLE OF 59050'24", A LONG CHORD THAT BEARS N 57034'48" W A
DISTANCE OF 80.31 FEET, AN ARC DISTANCE OF 84.07 FEET TO A POINT;
16u0b
ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 160.50 FEET, A
DELTA ANGLE OF 47035'40", A LONG CHORD THAT BEARS N 03051'46" W A
PAGE 5 OF 6
1 AS U R\98220901IFN S\Z09 EX 10A. F N S
May 11, 2000
05/11/00 THU 16:17 FAX 214 638 0447 C & B DALLAS
DISTANCE OF 129.52 FEET, AN ARC DISTANCE OF 133.32 FEET TO A
POINT;
ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 740.00 FEET, A
DELTA ANGLE OF 27°37'51", A LONG CHORD THAT BEARS N 06°07'09" E A
DISTANCE OF 353.42 FEET, AN ARC DISTANCE OF 356.86 FEET TO A
POINT;
N 08°22'46" W, A DISTANCE OF 65.39 FEET TO A POINT;
ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 800.00 FEET, A
DELTA ANGLE OF 17031'28", A LONG CHORD THAT BEARS N 02°00'20" E A
DISTANCE OF 243.73 FEET, AN ARC DISTANCE OF 244.69 FEET TO A
POINT;
N 10046'04" E, A DISTANCE OF 160.65 FEET TO THE POINT OF BEGINNING,
AND CONTAINING 3.248 ACRES OF LAND, MORE OR LESS, WITH THE NET
ACREAGE OF HEREIN DESCRIBED TRACT BEING 4.481 ACRES OF LAND,
MORE OR LESS.
PAGE 6 OF 6
1:1SU R%982208011FNS1209EX10A. FNS
May 11, 2000
LIL 007
FISHING j� f- J 1 \'�
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1,
CITY OF GRAPEVINE
�`,x HOTEL
LEASE AREA
J0', i `�_ OPRYLAND TEXAS
(iq SAI i =yr"/' 7 .ar` ' ' CITY OF GRAPEVINE
WATER SUPPLY AGREEMENT
This Water Supply Agreement (the "Agreement") is made and entered into this _ day
of 2000, into by and between the CITY OF GRAPEVINE, TEXAS, a Texas
municipal corporation (the "City"), and OPRYLAND HOTEL- TEXAS LIMITED
PARTNERSHIP, a Texas limited partnership ("Opryland").
RECITALS
1. Opryland and the City have negotiated a Sublease Agreement between the City as
"Sublessor" and Opryland as "Sublesee" (the "Sublease Agreement"), which Sublease
Agreement is incorporated herein by reference at the time both parties have executed the final
document.
2. Pursuant to the Sublease Agreement, Opryland has agreed to construct and operate
an 18 -hole golf course and related amenities upon the real property that is the subject of the
Sublease Agreement (the "Sublease Course"). The Sublease Course shall be constructed on
public property and shall be open to the public as public or municipal facilities.
3. The City has agreed to provide irrigation water ("Irrigation Water") for the
Sublease Course from the following sources: (i) raw water from Lake Grapevine ("Raw
Water") and/or (ii) reclaimed wastewater ("Wastewater") and/or (iii) Alternative Water (as
defined herein), at the City's discretion.
AGREEMENT
For and in consideration of the mutual promises, covenants, obligations, and benefits
described in this Agreement, the City and Opryland agree as follows:
All matters stated in the preamble are found to be true and correct and are incorporated herein
as if copied in their entirety.
1. Term.
This Agreement shall be effective on the date the Sublease Agreement is signed by both
parties, and shall continue in effect for a period coterminous with the term of the Sublease
Agreement (the "Term").
2. Delivery of Irrigation Water
Water Supply Agreement- Page 1
a. Service Area- The service area for which the City will provide Irrigation
Water under this Agreement shall be limited to the Sublease Course, except as otherwise
agreed upon by the parties. A description of the service area as mutually agreed upon by the
parties shall be attached hereto as Exhibit `A' (hereinafter the `Service Area') and incorporated
herein by reference. The Service Area shall be subject to revision and substitution upon the
mutual agreement of the parties.
b. Delivery Points- The City agrees to provide Irrigation Water to the Service
Area at the Delivery Points in accordance with good engineering practice. Delivery Points
shall be located at a suitable location [which will be on the east side of the Lake Grapevine
Dam for Raw Water], and as approved by the Director of Public works or their designee. The
Delivery Points shall be as mutually agreed upon by the parties, and upon agreement an
exhibit reflecting the Delivery Points shall be attached hereto as Exhibit `B' upon final
determination.
c. Irrigation Water Service- The City shall provide Irrigation Water to the
Delivery Points as described in Section 2.b. to test the Golf Course irrigation lines by no later
than May 1, 2002. Thereafter, the volume of Irrigation Water to be provided to the Delivery
Points shall be set pursuant to Section 3 below.
d. This Agreement does not provide any right to Opryland or establish any
obligation or responsibility for the City regarding supplying potable water to the Service Area,
except as otherwise provided in Section 3 herein.
3. Volume.
During the Term of this Agreement, the City agrees to provide to Opryland the volume
of Irrigation Water legally and physically available to the City. The City's ability to provide
Irrigation Water is explicitly limited by Article V of the City's Code of Ordinances, the
Drought Contingency Plan. Opryland's access to Irrigation Water shall be, at a minimum,
equivalent to the volume of Irrigation Water available to the Grapevine Municipal Course. In
no event shall the City be required under this Agreement to provide more than 700,000 gallons
of Irrigation Water during any twenty-four (24) hour period, with the exception of the initial
grow -in period. During grow -in, which shall be a period no longer than six (6) months in
length, there shall be no cap on the amount of Irrigation Water provided.
If at any time during the Term of this Agreement the City is unable to deliver Irrigation
Water under the terms of the Agreement due to circumstances beyond the City's control and
without its fault, whether such occurrence or circumstance be an act of God or the common
enemy or the result of war, riot, civil commotion, sovereign conduct, or the act or conduct of
any person or persons not party to this Agreement, then the City shall be excused from such
performance for such period of time as is reasonably necessary after such occurrence to
remedy the effects thereof, then the City shall not be liable for the breach of this Agreement.
Water Supply Agreement- Page 2
The City shall use reasonable and good faith efforts and pursue any available remedy to
correct any impediment preventing delivery of Irrigation Water and provide Opryland advance
notice when possible and to the extent it is reasonable, give such notice of any inability to
deliver the Irrigation Water needed so that Opryland may seek alternative sources.
Furthermore, Opryland shall not be liable for any Commodity Charge payments for any period
of non-delivery. The City represents, warrants, and covenants that no current or future user of
Irrigation Water shall be granted any right to Irrigation Water senior or having rights greater
or superior to those of Opryland.
The City furthermore agrees that in the event that the City is unable to deliver Raw
Water or Wastewater under the terms of the Agreement due to circumstances beyond the
City's control, the City will pursue the acquisition of an alternative Irrigation Water supply
("Alternative Water") in order to supply Irrigation Water to the Service Area. In such an
event, the City will use reasonable and good faith efforts to obtain Alternative Water from
other sources. Absent any other available alternative water supply, the City shall provide up to
a maximum of 400,000 gallons per day of potable water or an amount proportionate to the
amount being provided to the Grapevine Municipal Course, whichever amount is higher. The
Commodity Charge for Alternative Water shall be at the market rate.
If the City is unable to supply Raw Water under this Agreement, the City will
commence the construction of lines and appurtenances in order to provide Wastewater as
promptly as is reasonably possible. The City agrees, when necessary, to take affirmative legal
action to protect its ability to provide Irrigation Water to Opryland.
4. Rate and Payments.
The City will provide Irrigation Water (whether Raw Water or Wastewater) to
Opryland at the same costs as is provided to the Grapevine Municipal Golf Course, and
consistent with the following:
There shall be two (2) charges paid by Opryland in consideration for the Irrigation Water
received by Opryland:
a. Capital Charge- Opryland shall be responsible for its proportionate share
of any capital improvements or facilities deemed necessary by the City to ensure a sufficient
volume of Irrigation Water to the Service Area. The Capital Charge will include any costs
necessary to provide Wastewater to the Delivery Points. The Capital Charge shall be assessed
on a monthly basis and shall be calculated as a proportionate volume share of Irrigation Water
provided to the Service Area and the Grapevine Municipal Golf Course and any other end
user. Opryland's pro -rata share of the Capital Charge will be that portion of the total capital
cost necessary to provide Opryland 700,000 gallons of Irrigation Water per day, and shall not
include any construction or infrastructure other than those necessary to provide 700,000
gallons of Irrigation Water per day to the Delivery Points.
Water Supply Agreement- Page 3
b. Commodity Charge- The Commodity Charge shall be the incremental
price per 1,000 gallons of Irrigation Water provided, and shall be consistent with the
Commodity Charge for Irrigation Water provided to the Grapevine Municipal Golf Course.
The Commodity Charge shall be billed and paid on a monthly basis throughout the Term of
the Agreement. Commodity Charge payments shall be deemed late fifteen (15) days following
Opryland's receipt of an invoice for same.
The Commodity Charge is applicable to all Irrigation Water provided to Opryland,
while the Capital Charge shall only be applicable in the event the Irrigation Water provided is
Wastewater, or Alternative Water.
In addition to the above, Opryland shall be responsible for the installation,
maintenance, and costs of all pipes, pumps, and other facilities required to transfer the
Irrigation Water from the Delivery Points, including any necessary permits or easements
therefor. The City agrees that no easements will be necessary for the Subleased Premises.
Additionally, the City agrees that any easement required by Opryland to access the Delivery
Points shall be acquired by the City at Opryland's sole cost. Opryland shall be responsible for
the operation and maintenance of any delivery facility at the Delivery Points necessary to
distribute the Irrigation Water to the Service Area.
It is expressly understood and agreed that any obligations on the part of the City to
provide Irrigation Water to the Delivery Points be (a) conditioned upon the City's ability to
maintain all necessary permits, contracts, material, labor and equipment, provided the City
uses its best efforts to maintain said permits, contracts, material, labor, and equipment, and (b)
subject to all present and future valid laws, orders, rules, and regulations of the United States
of America, the State of Texas, and any government or regulatory body having jurisdiction
over the City or its activities.
5. Water Quality.
THE IRRIGATION WATER DELIVERED BY THE CITY SHALL BE IN FULL
COMPLIANCE WITH ALL APPLICABLE LOCAL, STATE, AND FEDERAL LAWS.
THE IRRIGATION WATER IS NOT INTENDED FOR HUMAN CONSUMPTION OR
DOMESTIC PURPOSES AND IS TO BE USED ONLY FOR IRRIGATION PURPOSES
AND LAKE AND POND STORAGE AND FOR NO OTHER PURPOSES. PROVIDED
THAT THE IRRIGATION WATER IS IN TOTAL COMPLIANCE WITH ALL
APPLICABLE LOCAL, STATE, AND FEDERAL LAWS WHEN IT REACHES THE
DELIVERY POINTS, OPRYLAND HAS SATISFIED ITSELF THAT SUCH IRRIGATION
WATER IS SUITABLE FOR ITS NEEDS. THE CITY EXPRESSLY DISCLAIMS ANY
WARRANTY AS TO THE QUALITY OF THE IRRIGATION WATER OR SUITABILITY
OF THE IRRIGATION WATER FOR ITS INTENDED PURPOSE, EXCEPT AS TO
Water Supply Agreement- Page 4
COMPLIANCE WITH ALL LOCAL, STATE, AND FEDERAL LAWS, THE IRRIGATION
WATER PROVIDED WILL BE THE SAME QUALITY AS THE IRRIGATION WATER
PROVIDED TO THE GRAPEVINE MUNICIPAL GOLF COURSE. CITY EXPRESSLY
DISCLAIMS THE WARRANTIES OF MERCHANTABILITY AND FITNESS. PROVIDED
THAT THE IRRIGATION WATER IS IN TOTAL COMPLIANCE WITH ALL
APPLICABLE LOCAL, STATE, AND FEDERAL LAWS WHEN IT REACHES THE
DELIVERY POINTS, OPRYLAND AGREES THAT ANY VARIATION IN THE
QUALITY OR CHARACTERISTICS OF THE IRRIGATION WATER OFFERED FOR
SALE AS PROVIDED BY THIS AGREEMENT SHALL NOT ENTITLE OPRYLAND TO
AVOID OR LIMIT ITS OBLIGATION TO MAKE PAYMENTS PROVIDED FOR BY THIS
AGREEMENT. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE
DESCRIPTION CONTAINED IN THIS AGREEMENT.
6. RECLAIMED WATER
If the City chooses to supply Opryland with Wastewater for irrigation, both parties
acknowledge that all applicable state and federal requirements must be complied with,
including but not limited to 30 TAC §210 et seq. and the City's Reclaimed Wastewater
Authorization. The TNRCC rules and the City's Reclaimed Wastewater Authorization impose
specific responsibilities on both parties and a failure to follow such requirements may result in
state or federal enforcement against the City, Opryland, or both. The City's current Reclaimed
Wastewater Authorization No. R10486-002 is incorporated into this agreement by reference as
if quoted verbatim in this section. Opryland acknowledges that it is bound by City's Reclaimed
Water Authorization and any successor permit or authorization relating to the use of
wastewater at Opryland's Sublease Course and agrees to cooperate with City in maintaining its
ability to supply water to Opryland.
Opryland agrees to construct, in advance and at its expense, the Sublease Course to
meet the state and federal requirements for use of the City's wastewater for irrigation
purposes. Opryland further agrees to provide City in advance of City's delivery of water its
"as built" plans for the Sublease Course along with a certification from a Texas registered
professional golf course architect or Opryland's environmental consultant, as approved by the
City, that such facilities comply with the TNRCC's reclaimed wastewater rules and the City's
Reclaimed Wastewater Authorization.
7. Title.
Title for liability purposes to all water supplied hereunder to Opryland under this
Agreement shall be in the City up to the Delivery Points, at which point title for liability
purposes shall pass to Opryland. The parties hereto hereby agrees to indemnify, save and hold
each other party hereto harmless from all claims, demands, and causes of action which may be
asserted by anyone on account of the transportation and delivery of said water while title for
Water Supply greement- Page 5
liability purposes remains in the other party.
8. Measurements and Payments.
a. The City shall install and maintain at Opryland's expense a meter at any and
all utilized Delivery Points (the "Metering Equipment"), which Metering Equipment shall
record all Irrigation Water delivered to Opryland pursuant to this Agreement. The unit of
measurement hereunder shall be 1,000 gallons of water, U.S. Standard Liquid Measure.
b. Measurement will be by standard totalizing -indicating reading meters, which
shall measure the water volume with an accuracy typical of the water supply industry. The
City shall measure the Irrigation Water supplied to Opryland under this Agreement and keep
accurate records of all measurement of Irrigation Water delivered to Opryland. The records of
such measurements shall be open to inspection by Opryland during reasonable business hours.
The reading and adjustment of the Metering Equipment shall be done only by a City
employee. The calibration of the Metering Equipment shall only be done by an American
Water Works Association (AWWA) certified agency. Opryland's agents or employees may
observe any reading, calibration, or adjustment of the Metering Equipment.
c. If, for any reason, the Metering Equipment or any portion thereof is out of
service or out for repair so that the amount of Irrigation Water delivered cannot be ascertained
or computed from the reading thereof, the Irrigation Water delivered through such period in
which the Metering Equipment is out of service or out for repair, shall be estimated and
agreed upon by the parties hereto based upon the best information available. For such purpose,
the best information available shall be deemed by other Metering Equipment which is in
service and functioning properly. If no Metering Equipment is operational which will allow
determination of the delivered quantity of Irrigation Water, then the amount of Irrigation
Water delivered during such period may be estimated (i) by correcting the error if the
percentage of error is ascertainable by calibration tests or mathematical calculation, or (ii) by
estimating the quantity of delivery by deliveries during the preceding periods under similar
conditions when the meter was registering accurately.
9. Breach: Remedies.
It is not intended to specify (and this Agreement shall not be considered as specifying)
an exclusive remedy for any default, but all other remedies existing at law or in equity may be
availed by each party hereto and shall be cumulative. No waiver or waivers of any breach or
Water Supply Agreement- Page 6
default (or any breaches or defaults) by any party hereto or of performance by any other party
of any duty or obligation hereunder shall be deemed a waiver thereof in the future, nor shall
any such waiver or waivers be deemed or construed to be waiver of subsequent breaches or
defaults of any kind, character, or description, under any circumstances. No breach or default
shall be declared without prior written notice upon the non -defaulting party to the other party,
and the party shall have ten (10) days to correct or rectify such default or breach.
parties.
10. Amendment.
The Agreement may only be amended by an agreement in writing signed by both
11. Assignment.
The rights and obligations of Opryland shall run with the ownership of the interest in
the Sublease Agreement and shall bind and accrue to all future owners of the interest in the
Sublease Agreement. Except as set forth above, and except for assignments to affiliates of
Opryland, neither party may assign this Agreement without the prior written consent of the
other party.
Opryland may not sell Irrigation Water purchased from the City to any agency,
individual, corporation, or other party except for irrigation use for the Service Area.
12. Sole Agreement.
This Agreement constitutes the sole and only agreement of Opryland and the City and
supersedes and prior understanding or oral or written agreements between the City and
Opryland respecting the subject matter of this Agreement.
13. Governing Law: Venue.
This Agreement shall be governed by and construed in accordance with the laws of the
State of Texas. In the event that any legal proceeding is brought to enforce this Agreement or
any provision hereof, the same shall be brought in a court of appropriate jurisdiction in
Tarrant County, Texas.
Water Supply Agreement- Page 7
EFFECTIVE as of the date signed by the authorized representative of City.
Executed this day of , 2000
ATTEST:
Linda Huff
City Secretary
APPROVED AS TO FORM:
City Attorney
Water Supply Agreement- Page 8
CITY OF GRAPEVINE, TEXAS,
LON
William D. Tate
Mayor
Opryland Hotel- Texas
Limited Partnership
President
ATTEST:
O:\STAN\GAYLORD\AGREEMNT\WATER AGMT
Water Supply Agreement- Page 9